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: of the rescue doctrine— there is no enforceable duty to rescue another individual. The only difference is that where the potential rescuer is the government, the argument for imposing such a duty to an individual is stronger because it is the government’s job to provide protection to the community at large. Our public duty cases stand for the proposition that notwithstanding this difference, the existence of an obligation to protect "everyone" will not be treated as a duty to any particular individual. That is as far as our precedents have gone. See note 6, infra. For the reasons stated below in the text of this opinion, I do not think that we should now go further. 6 . Compare Warner, supra, note 4, 580 A.2d at 130-31, and Hines v. District of Columbia, 580 A.2d 133, 136-37 (D.C.1990) (<HOLDING>), with Johnson v. District of Columbia, 580 Options: A. holding that the district court must find a total failure to respond to the discovery requested B. holding a suit against an agency of the state is a suit against the state C. holding that the public duty doctrine applied to bar claim against city for negligence in housing inspections D. holding that public duty doctrine barred suit against district for failure of ambulance service to respond promptly to calls for help E. holding in case where claim was that the decedent would have survived his stroke if an ambulance had been sent when first summoned that the public duty doctrine barred a suit alleging negligent and inept failure to dispatch an ambulance

assistant: The best answer is D. holding that public duty doctrine barred suit against district for failure of ambulance service to respond promptly to calls for help
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 to the contrary contained herein, unless otherwise provided in another contractual agreement between the Company and Optionee, if within one year following a Change in Control, the Optionee’s employment with the Company (or its successor) is terminated by reason of (i) Retirement or Early Retirement, (ii) for Good Reason by the Optionee or (iii) involuntary termination by the Company for any reason other than for Cause, all Options granted hereunder shall vest in full as of the date of such termination and remain exercisable until the earlier of (i) three months after the day his employment or service terminates and (ii) the date on which the option otherwise terminates or expires in accordance with the applicable provisions of the Plan and this Agreement. Notwithstanding the foregoing, in connection with a Change in Control, the Committee may, in its discretion, by resolution adopted prior to the occurrence of the Change in Control, provide that this Option shall, upon the occurrence of such Change in Control, be cancelled in exchange for a payment per share in an amount based on Fair Market Value of the shares of Common Stock with reference to the Change in Control less the Exercise Price, which amount may be zero (0) if applicable. For purposes of clarity, if the Fair Market Value is less than the Exercise Price at the time of such cancellation, the Grantee shall receive $0, and no consideration shall be given to the time value of the options granted hereunder.

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 legal provision and list the applicable contract clause categories. Provision: Each of the Parties hereto (i) consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware (the “ Chancery Court ”) or, if, but only if, the Chancery Court lacks subject matter jurisdiction, any federal court located in the State of Delaware with respect to any dispute arising out of, relating to or in connection with this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and (iii) agrees that it will not bring any action arising out of, relating to or in connection with this Agreement or any of the transactions contemplated by this Agreement in any court other than the courts of the State of Delaware, as described above. Nothing in this Section 10 shall prevent any Party from bringing an action or proceeding in any jurisdiction to enforce any judgment of the Chancery Court or any federal court located in the State of Delaware, as applicable. Each Party to this Agreement irrevocably consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 10 in the manner provided for notices in Section 9.3 of the Merger Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: THE BORROWER IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT SITTING IN SOUTH DAKOTA IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND THE BORROWER 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 LENDER TO BRING PROCEEDINGS AGAINST THE BORROWER IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY THE BORROWER AGAINST THE LENDER OR ANY AFFILIATE OF THE LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN SOUTH DAKOTA.

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: Such Party (a) has the requisite power and authority and the legal right to enter into this License Agreement and to perform its obligations hereunder; and (b) has taken all requisite action on its part to authorize the execution and delivery of this License Agreement and the performance of its obligations hereunder. This License Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, binding obligation, enforceable against such Party in accordance with its terms.

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: (i) Change its name or the location of any office at which Records are maintained, (ii) be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any stock of any class of, or any partnership or joint venture interest in, any other Person, or, except in the ordinary course of its business, sell, transfer, convey, contribute or lease all or any substantial part of its assets, or sell or assign with or without recourse any Pool Receivables or any interest therein (other than pursuant hereto and to the Sale Agreement) to any Person or (iii) have any Subsidiaries.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of determining whether a denial of a continuance constitutes an abuse of discretion, each case is sui generis."). We have granted relief when the appealing litigant was reasonably surprised by the deadline or the action of the court, or the events leading to the contested decision were unfair. See United States v. Fraya, 145 F.3d 1, 4 (1st Cir.1998) (reversing grant of summary judgment where non-moving party’s delay was attributable to “an ambiguity in the Local Rules” and a snafu in the district court clerk’s office); United States v. Roberts, 978 F.2d 17, 20-21 (1st Cir.1992) (overturning grant of motion to suppress when government’s failure to respond was due to “interlocking rules ... freighted with ambiguity”); see also Douglas v. York County, 360 F.3d 286, 290-91 (1st Cir.2004) (<HOLDING>); Resolution Trust Corp. v. North Bridge Options: A. holding that the district court did not abuse its discretion in denying motion to alteramend judgment where the plaintiff raised the choice of law issue for the first time after the entry of summary judgment B. holding that it was not an abuse of discretion to deny a motion for reconsideration where the motion presented nothing new and merely rephrased allegations in the complaint C. holding that it was simply unfair and an abuse of discretion for district court to deny nonmoving partys motion for reconsideration of summary judgment after the court had switched the basic issue without giving the parties adequate warning D. holding that it was not an abuse of discretion for the court to deny an award of attorneys fees to the wife E. holding it was not an abuse of discretion to deny funds

assistant: The best answer is C. holding that it was simply unfair and an abuse of discretion for district court to deny nonmoving partys motion for reconsideration of summary judgment after the court had switched the basic issue without giving the parties adequate warning
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company and its Affiliates shall be entitled to require a cash payment (or other form of payment determined in accordance with Section 11.2 of the Plan) by or on behalf of the Participant and/or to deduct from other compensation payable to the Participant any sums required by federal, state or local tax law to be withheld with respect to the grant, vesting and/or payment of the Award. The Company shall have no obligation to make any payment in any form under this Agreement or under any Restricted Stock Unit issued in accordance herewith unless and until such tax obligations have been satisfied. To the extent that any Federal Insurance Contributions Act tax withholding obligations arise in connection with the Award prior to the Determination Date, the Administrator shall accelerate the payment of a portion of the Award Value sufficient to satisfy (but not in excess of) such tax withholding obligations and any tax withholding obligations associated with any such accelerated payment, and the Administrator shall withhold such amounts in satisfaction of such withholding obligations. Any amounts accelerated and withheld in accordance with the preceding sentence shall reduce the Participant’s Award Value on the Determination Date on a dollar-for-dollar basis.

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 Agreement may be executed in counterparts, each of which shall be considered, and shall have the force and effect of, an original but all of which taken together shall constitute one and the same instrument. Signatures by facsimile or other similar electronic transmission shall have the same force and effect as the 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 following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 474 U.S. 3 106 S.Ct. 286 88 L.Ed.2d 2 CUYAHOGA VALLEY RAILWAY COMPANYv.UNITED TRANSPORTATION UNION et al. William E. BROCK, Secretary of Labor v. UNITED TRANSPORTATION UNION et al. Nos. 84-1634, 85-170. Nov. 4, 1985. PER CURIAM. 1

assistant: 7
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: to the extent that such material is protected by intellectual property rights , you grant us a perpetual , worldwide , royalty-free licence to use , copy , modify , distribute , sell and disclose to third parties any such material or data for any purpose related to our business .

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: “The prior exclusive jurisdiction doctrine holds that ‘when one court is exercising in rem jurisdiction over a res, a second court will not assume in rem jurisdiction over the same res.’ ” Chapman v. Deutsche Bank Nat. Trust Co., 651 F.3d 1039, 1043 (9th Cir.2011) (quoting Marshall v. Marshall, 547 U.S. 293, 311, 126 S.Ct. 1735, 164 L.Ed.2d 480 (2006)). The doctrine of prior exclusive jurisdiction does not apply to the present action; the state court is not exercising jurisdiction over this action. This is not a case where parallel proceedings are occurring or where the parties filed independent actions in state and federal court. Instead, a single action exists in federal court following removal. Accord Maves v. First Horizon Home Loans, 461 Fed.Appx. 636, 637-38 (9th Cir.2011) (<HOLDING>); Maves v. First Horizon Home Loans, No. Options: A. recognizing actions to quiet title are equitable in nature and a court sitting in equity has jurisdiction to quiet title as a remedy for fraud B. holding there is no statute of limitations on action to quiet title by landowner who was in continuous possession of property under claim of ownership C. holding priorexclusivejurisdiction doctrine not applicable after removal of quiet title action D. holding action equivalent to quiet title over navigable waters regulated and controlled by state is form of prohibited relief E. holding that a plaintiff in possession of property may bring suit to quiet title against any or all tenantsincommon with competing claims

assistant: The best answer is C. holding priorexclusivejurisdiction doctrine not applicable after removal of quiet title action
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: damages for Tele-group’s alleged breach of its agreement to use its best efforts to ensure that their stock was registered and freely tradeable. Claimaifts appeal from an order of the District Court affirming the Bankruptcy Court’s order subordinating their claims against the bankruptcy estate pursuant to § 510(b). Claimants argue that § 510(b) should be construed narrowly, so that only claims for actionable conduct-typically some type of fraud or other illegality in the issuanc se from” the purchase or sale of Telegroup’s common stock because they allege a breach of the purchase agreement whereby claimants acquired shares of- Tel-egroup stock, which required Telegroup- to use its best efforts to register its stock. See In re NAL Fin. Group, Inc., 237 B.R. 225 (Bankr.S.D.Fla.1999) (<HOLDING>); see also In re Betacom of Phoenix, Inc., 240 Options: A. holding that claims for breach of debtors agreement to use its best efforts to register its securities arise from the purchase of those securities for purposes of 510b 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 claims alleging that the debtor fraudulently induced the claimants to retain securities they had purchased from the debtor arise from the purchase or sale of those securities for purposes of 510b D. holding that plaims for breach of a merger agreement arise from the purchase or sale of debtors securities E. holding that claims that debtor fraudulently induced claimants to retain debtors securities arise from the purchase or sale of those securities

assistant: The best answer is A. holding that claims for breach of debtors agreement to use its best efforts to register its securities arise from the purchase of those securities for purposes of 510b
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: only when there is no genuine issue of material fact and the moving party is entitled to judgment as a matter of law. Id. Finding no factual disputes, we confine our discussion to whether, as a matter of law, inmates were deprived of due process by the Department’s across-the-board policy of deducting twenty percent from money received by inmates from outside sources. The inmates do not attack the validity of their restitution obligations. Nor do they attack the constitutionality of applying a portion of their prison wages or “idle pay” toward those restitution obligations. See Buckley v. Barlow, 997 F.2d 494 (8th Cir.1993) (upholding deduction of one-half of inmate’s idle pay pursuant to disciplinary committee’s restitution order); Hrbek v. Farrier, 787 F.2d 414 (8th Cir.1986) (<HOLDING>). Instead, they argue that money cannot be Options: A. holding that inmates have a property interest in their money B. holding that under article i section 9 a person has no constitutionally protected privacy interest in abandoned property C. holding parental rights are constitutionally protected fundamental interest D. holding that inmates have no constitutionally protected interest in the wages earned while in prison E. holding inmates possess a constitutionally cognizable property interest in the interest earned on money held in their prison accounts

assistant: The best answer is D. holding that inmates have no constitutionally protected interest in the wages earned while in prison
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 Certificate of Designations shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Certificate of Designations shall be governed by, the internal laws of the State of Nevada, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Nevada or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Nevada. Except as otherwise required by Section 22 above, the Corporation hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein (i) shall be deemed or operate to preclude any Holder from bringing suit or taking other legal action against the Corporation in any other jurisdiction to collect on the Corporation’s obligations to such Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other court ruling in favor of such Holder or (ii) shall limit, or shall be deemed or construed to limit, any provision of Section 22. THE CORPORATION HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS CERTIFICATE OF DESIGNATIONS OR ANY TRANSACTION CONTEMPLATED HEREBY.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The principal executive officer of Purchaser, the principal financial officer of Purchaser, the principal accounting officer of Purchaser and all other officers and members of the management of Purchaser shall cooperate fully in any offering of Registrable Securities hereunder, which cooperation shall include the preparation of the Registration Statement with respect to such offering and all other offering materials and related documents, and participation in meetings with Underwriters, attorneys, accountants and potential investors.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as set forth on Schedule 3.1(r) , none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits, including stock option agreements under any equity based compensation plan of the Company.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of two dates between Ms. Jonasson and Kingsboro in 1988. In its view, the evidence was irrelevant and inflammatory. We cannot say that the district court abused its discretion in denying the motion in limine with respect to this evidence. The court believed that the evidence was relevant and ought to be before the jury because it had the task of evaluating the overall relationship of Ms. Jonasson and Kingsboro. Evidence that is relevant to the background of the case is admissible for that purpose. At the very least, it was not an abuse of discretion for the district court not to exclude this evidence in a motion in limine; the evidence was at least potentially relevant for the purpose the judge identified. See Hennessy v. Penril Datacomm Networks, Inc., 69 F.3d 1344 (7th Cir.1995) (<HOLDING>). LCFS did not object during the trial when Ms. Options: A. holding that congress intended the courts to apply the civil rights act of 1991 to cases pending at the time of its enactment and to preact conduct still open to challenge after that time B. holding that the damages and jury trial provisions of the 1991 act apply to conduct occurring prior to the date of enactment C. holding that conduct prior to passage of the civil rights act of 1991 is admissible to provide context and background D. holding that section 102 of the civil rights act of 1991 does not apply to preenactment conduct E. holding that the 1981 amendments contained in 101 of the civil rights act of 1991 do not apply retroactively

assistant: The best answer is C. holding that conduct prior to passage of the civil rights act of 1991 is admissible to provide context and background
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 execution, delivery and performance of this Guaranty by the Guarantor and the consummation by the Guarantor of the transactions contemplated thereby do not and will not (i) conflict with or violate any provision of its certificate of incorporation, articles of incorporation, certificate of formation, by-laws or limited liability company agreement or (ii) conflict with, constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Guarantor is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Guarantor is subject (including federal and state securities laws and regulations), or by which any material property or asset of the Guarantor is bound or affected, except in the case of each of clauses (ii) and (iii), such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as could not, individually or in the aggregate, have or result in a Material Adverse Effect. The business of the Guarantor is not being conducted in violation of any law, ordinance or regulation of any governmental authority, except for violations which, individually or in the aggregate, do not have a Material Adverse Effect.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: residences envisions one person (landlord) exchanging for periodic payments (rent) a bundle of goods and services, rights and obligations. The now classic description of this economic reality appears in Javins v. First National Realty Corp., 138 U.S.App.D.C. 369, 428 F.2d 1071, 1074, cert. denied, 400 U.S. 925, 91 S.Ct. 186, 27 L.Ed.2d 185 (1970) (footnote omitted). When American city dwellers both rich and poor, seek ‘shelter today, they seek a well known package of goods and services — a package which includes not merely walls and ceilings, but also adequate heat, light and ventilation, serviceable plumbing facilities, secure windows and doors, proper sanitation, and proper maintenance.’ ” Commonwealth v. Monumental Properties, Inc., 459 Pa. 450, 467-68, 329 A.2d 812, 820-21 (1974) (<HOLDING>) Moreover, prospective tenants today can have Options: A. holding that the delayed discovery doctrine is not applicable to actions for tortious interference with business relationships defamation or unfair and deceptive trade practices B. holding consumer claims under the texas deceptive trade practices act nonassignable C. holding that the bankruptcy court lacked jurisdiction under the rookerfeldman doctrine to hear a rescission claim brought under the pennsylvania unfair trade practices and consumer protection law after entry of a judgment in a state court mortgage foreclosure action because rescinding the loan would negate the state court judgment D. holding unfair trade practices and consumer protection law applicable to residential leases E. holding that in pennsylvania only malfeasance the improper performance of a contractual obligation raises a cause of action under the unfair trade practices and consumer protection law citation omitted and an insurers mere refusal to pay a claim which constitutes nonfeasance the failure to perform a contractual duty is not actionable

assistant: The best answer is D. holding unfair trade practices and consumer protection law applicable to residential leases
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 of the Borrowers owns or is licensed to use all Intellectual Property necessary to conduct all business (financial or otherwise) or operations as such business or operations are currently conducted. No claim has been asserted or is pending by any Person with respect to the use by the Borrowers of any such Intellectual Property or challenging or questioning the validity or effectiveness of any such Intellectual Property; and none of the Borrowers know of any valid basis for any such claim. The use of such Intellectual Property by the relevant Borrower does not infringe on the rights of any Person.

assistant: Intellectual Property
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, the Note, and the other Loan Documents have been duly authorized, executed and delivered and constitute the legal, valid and binding obligations of Borrower enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors’ rights in general.

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 case excerpt and choose the best holding from the options. Case excerpt: noted, “do[es] not dictate the forum.” Id. at 535. Rather, the clause “should be enforced as a matter of contract law [which does] not [involve the] issue of proper venue.” Id. at 535. The Kerobo Court ultimately analyzed the enforceability of the forum-selection clause under 28 U.S.C. § 1404, which allows a district court to “transfer any civil action to any other district or division where it might have been brought.” That particular statutory provision cannot govern the enforceability of the selection clause at issue here, as Heinz would have this Court believe, because the contractually agreed upon forum, Basel, Switzerland, is not within any United States district court. Royal Bed and Spring Co., Inc. v. Famossul Industria e Comercio de Moveis Ltda., 906 F.2d 45, 51 (1st Cir.1990) (<HOLDING>). Thus, upon first blush, there appears to be Options: A. holding that phone and facsimile communications to the forum purchase orders and payments sent to the forum a choice of law clause within the contract regarding the forum state and delivery of the product within the forum state were not enough to satisfy minimum contacts B. holding that title vii is subject to the transfer provisions of section 1404a C. holding that the contracts clause article i section 10 clause 1 to the united states constitution does not apply to the actions of the federal government D. holding that since we are dealing with a forumselection clause that refers to a forum outside of the united states and not within the scope of the statute section 1404a does not apply E. holding that federal courts apply the forum states personal injury statute of limitations for section 1983 claims

assistant: The best answer is D. holding that since we are dealing with a forumselection clause that refers to a forum outside of the united states and not within the scope of the statute section 1404a 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: to that question. Nor, frankly, does existing case law. A number of cases, for instance, have formulated a rule for an “implied” attorney-client relationship in situations where formal contracts have not been executed or fees have not been paid. Cole, 43 F.3d at 1384; Westinghouse Elec. Corp. v. Kerr-McGee Corp., 580 F.2d 1311, 1317 (7th Cir.), cert. denied, 439 U.S. 955, 99 S.Ct. 353, 58 L.Ed.2d 346 (1978). Typically, to demonstrate an implied attorney-client relationship under Rule 1.9 a “party must show that (1) it submitted confidential information to a lawyer and (2) it did so with the reasonable belief that the lawyer was acting as the party’s attorney.” Cole, 43 F.3d at 1384. But see Dalrymple v. National Bank & Trust Co. of Traverse City, 615 F.Supp. 979, 982 (W.D.Mich.1985) (<HOLDING>). This rule, however, may not adequately Options: A. holding that defendant was not resident of his mothers household even though his drivers license listed his mothers address and he received mail there because he expressed a belief that his residence was in a different location than his mothers home he rented and occupied his own residence and he testified that he was only living with his mother after expiration of his lease until he could find another place to live B. holding that a witness may testify about his subjective interpretation of a conversation in which he is participating as long as his opinion is rationally based on his perception and is helpful either to an understanding of his testimony or to the determination of a fact in issue C. holding that in a bivens action service upon employee in his official capacity does not amount to service in his individual capacity D. holding focus is on the putative clients subjective belief that he is consulting a lawyer in his professional capacity and on his intent to seek professional legal advice E. holding that trial court did not abuse its discretion in not allowing defendant to present evidence of his subjective belief regarding his status as habitual offender because his belief was irrelevant to offense of driving as habitual offender

assistant: The best answer is D. holding focus is on the putative clients subjective belief that he is consulting a lawyer in his professional capacity and on his intent to seek professional legal advice
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: ( the aaa provides a form demand for arbitration at http://www.adr.org/aaa/showpdf?doc=adrstg_004175 and a separate form for california residents at http://www.adr.org/aaa/showpdf?doc=adrstg_015822 . )

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: This Agreement constitutes the complete, final and exclusive embodiment of the entire agreement between you and the Company with respect to the subject matter hereof. The Agreement is executed without reliance upon any promise, warranty or representation, written or oral, by any party or any representative of any party other than those expressly contained herein and it supersedes any other such promises, warranties or representations. You acknowledge that you have carefully read this Agreement, have been afforded the opportunity to be advised of its meaning and consequences by an attorney, and signed the same of your own free will. This Agreement may not be amended or modified except in writing signed by both you and the Company’s Chief Legal Officer. Each party will bear its own costs or fees incurred in connection with the making of this Agreement.

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: Each Loan Party will, and will cause each Restricted Subsidiary to, maintain with financially sound and reputable carriers (a) insurance in such amounts (after giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in the same or similar businesses as the Borrower and its Restricted Subsidiaries) (with no greater risk retention) and against such risks (including loss or damage by fire and loss in transit; theft, burglary, pilferage, larceny, embezzlement, and other criminal activities; business interruption; and general liability) and such other hazards, as is customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations and (b) all insurance required pursuant to the Collateral Documents. The Borrower will furnish to the Lenders, upon request of the Administrative Agent, but no less frequently than annually, information in reasonable detail as to the insurance so maintained.

assistant: Insurances
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 execution, delivery and performance by the Seller of the Transaction Documents to which it is a party (i) have been duly authorized by all necessary limited liability company action on the part of the Seller and (ii) do not contravene or constitute a default under (A) any applicable order, law, rule or regulation, (B) its organizational documents or (C) any material agreement, contract, order or other instrument to which it is a party or its property is subject (other than violations which do not affect the legality, validity or enforceability of any of such agreements and which, individually or in the aggregate, would not materially and adversely affect the transactions contemplated by, or the Seller’s ability to perform its obligations under, the Transaction Documents).

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 case excerpt and choose the best holding from the options. Case excerpt: as to make the resulting conviction a denial of due process.’ ” See Johnson v. Bagley, 544 F.3d 592, 598 (6th Cir. 2008) (quoting Donnelly v. DeChristoforo, 416 U.S. 637, 643, 94 S.Ct. 1868, 40 L.Ed.2d 431 (1974)). We review prosecutorial misconduct claims for abuse of discretion. See White, 563 F.3d at 193-94. Even assuming that the Government’s cross-examination of Mrs. Johnson was improper, any impropriety was not flagrant. Although the statements could initially have misled the jury about Mrs. Johnson’s credibility, the court quickly issued a curative instruction, and nothing about this particular line of questioning suggests that the misimpression it might have created was not effectively cured by the instruction. See United States v. Wilson, 199 Fed.Appx. 495, 498 (6th Cir.2006) (<HOLDING>); see also United States v. Carter, 236 F.3d Options: A. recognizing that a party that objects to a jury instruction before the jury retires may challenge the instruction on appeal B. holding that the district courts curative instructions cured the governments truly improper and unfortunate comments C. recognizing that a curative instruction may make it highly unlikely that improper comments misled the jury D. holding that where an objection is sustained and curative instruction given and no further relief such as a mistrial additional curative instruction or striking of the offending comment is requested there is nothing for the appellate court to review E. holding that a thirtyminute delay in providing curative instructions to a jury for improper conduct did not result in prejudice against the defendant

assistant: The best answer is C. recognizing that a curative instruction may make it highly unlikely that improper comments misled the jury
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: or not the .claims were meritorious. Watson presents the following evidence to establish that she suffered adverse employment actions: (1) Watson’s lab instruments being sabotaged preventing Watson from performing her duties; (2) Watson’s water sample reports submitted to Fronk which were not forwarded to the required departments; (3) Watson’s coworkers in the lab reporting unreliable data to Watson, affecting her ability to prepare accurate reports; (4) Fronk reduced Watson’s workload and reassigned Watson’s responsibilities; and (5) an unidentified individual entering Watson’s office and placing contaminated instruments and chemicals around Watson’s food. These actions are reasonably likely to deter employees from engaging in protected activity. See, e.g., Ray, 217 F.3d at 1243-44 (<HOLDING>). Watson therefore has presented sufficient Options: A. holding that termination is an adverse employment action B. holding that denial of a bonus was not an adverse employment action C. holding that failure to renew contract was adverse employment action D. holding that reduction in workload is an adverse employment action E. holding that suspension with pay was not adverse employment action

assistant: The best answer is D. holding that reduction in workload is an adverse employment action
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 execution, delivery and performance by Purchaser of this Agreement has been duly authorized by all necessary action. Purchaser has full power, authority, and legal capacity to execute and deliver this Agreement and to perform all of its respective obligations under the terms hereof. This Agreement constitutes a legally valid and binding obligation of Purchaser, enforceable against it according to its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of contractual obligations and creditor’s rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or in equity.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 30, 2009 dismissal order and reinstated the cause. New Hampshire later filed a petition for writ of mandamus, arguing that the trial court lacked plenary power to reinstate the cause. See In re New Hampshire Ins. Co., No. 02-12-00281-CV, 2012 WL 3264392, at *1 (Tex.App.-Fort Worth Aug. 13, 2012, orig. proceeding [mand. denied]) (mem. op.). This court agreed with New Hampshire (notwithstanding that the cause had been abated when the trial court dismissed it) and conditionally granted the petition. Id. at *1-2. Although our holding meant that the cause was not reinstated in March 2011, Magellan later invoked the Texas trial court’s subject-matter jurisdiction by filing the second amended petition in December 2011. See Leach v. Brown, 156 Tex. 66, 68-69, 292 S.W.2d 329, 330-31 (1956) (<HOLDING>). We therefore observe no jurisdictional Options: A. holding that a petitioner may amend a habeas petition rather than filing a second or successive petition when the first petition has not yet reached a final decision B. holding that the filing of an amended petition in the same cause in which a final judgment had already been entered was like an original petition sufficient to invoke the trial courts jurisdiction C. holding that after original petition had been properly served on defendant failure to serve amended petition was not error since it contained only insignificant changes D. holding that even where postconviction petitioner reserved the option to file an amended petition in his opening petition simply filing an amended petition is insufficient to request leave to file an amended petition a motion for leave to file an amended petition was required before it was necessary for the district judge to consider the amended petition E. holding that utility customers mailing of a petition did not constitute the filing of the petition as filing was not effectuated until the petition was received by the clerk

assistant: The best answer is B. holding that the filing of an amended petition in the same cause in which a final judgment had already been entered was like an original petition sufficient to invoke the trial courts 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: The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party (a) as of the date such Loan Document is executed, will not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except (i) filings necessary to perfect Liens created under the Loan Documents, (ii) consents, approvals, registrations or filings which have been obtained or made and are in full force and effect or (iii) where failure to obtain such consent or approval, or make such registration or filing, in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (b) will not violate any Requirement of Law applicable to the Borrower or any Restricted Subsidiary, (c) will not violate or result (alone or with notice or lapse of time or both) in a default under any indenture, agreement or other instrument binding upon the Borrower or any Restricted Subsidiary or their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption to be made by the Borrower or any Restricted Subsidiary or give rise to a right of, or result in, termination, cancelation or acceleration of any obligation thereunder, except with respect to any violation, default, payment, repurchase, redemption, termination, cancellation or acceleration that would not reasonably be expected to have a Material Adverse Effect and (d) will not result in the creation or imposition of any Lien on any asset now owned or hereafter acquired by the Borrower or any Restricted Subsidiary, except Liens created under the Loan Documents.

assistant: No Conflicts