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: If Procific transfers all or a portion of its Shares to the Abu Dhabi Investment Authority (“ ADIA ”), or to any Affiliate of Procific that is controlled by ADIA (ADIA or any such Affiliate, a “ Permitted Procific Transferee ”), pursuant to Section 2.2 of the Shareholders Agreement, such transferee shall be entitled to the rights granted under this Letter Agreement and references to Procific herein shall be deemed to include such transferee; provided , that (i) such transfer does not adversely affect, in any material respect, APH IX, Athene, AGER or any of their respective Affiliates or security holders from a tax or regulatory perspective and (ii) such Permitted Procific Transferee, as a condition to such transfer, executes a joinder to this Letter Agreement agreeing to be bound by the provisions hereof. Except as specifically permitted pursuant to this Section 7 , Procific may not assign any of its rights or assign or delegate any of its obligations under this Letter Agreement without the prior written consent of APH IX and Athene.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Parent shall not, nor shall it permit any Restricted Subsidiary to, use the proceeds of any Loan made hereunder for any purpose other than (a) on the Fifth Restatement Effective Date, to pay the fees, costs, and expenses incurred in connection with this Agreement, the other Loan Documents, and the other transactions contemplated hereby and thereby, in each case, as set forth in the Flow of Funds Agreement, and (b) thereafter, consistent with the terms and conditions hereof, for their lawful and permitted purposes, including, without limitation, for general corporate purposes and any other purpose not prohibited by this Agreement; provided that (x) no part of the proceeds of the Loans will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any such Margin Stock or for any purpose that violates the provisions of Regulation T, U or X of the Board of Governors, (y) no part of the proceeds of any Loan or Letter of Credit will be used, directly or indirectly, to make any payments to a Sanctioned Entity or a Sanctioned Person, to fund any investments, loans or contributions in, or otherwise make such proceeds available to, a Sanctioned Entity or a Sanctioned Person, to fund any operations, activities or business of a Sanctioned Entity or a Sanctioned Person, or in any other manner that would result in a violation of Sanctions by any Person, and (z) that no part of the proceeds of any Loan or Letter of Credit will be used, directly or indirectly, in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Sanctions, Anti-Corruption Laws or Anti-Money Laundering Laws.

assistant: Use Of Proceeds
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: violation.”). [¶ 15.] When the United States Supreme Court recently addressed the review of reasonable-suspicion determinations, it required that the appellate court: [L]ook at the “totality of the circumstances” of each case to see whether the detaining officer has a “particularized and objective basis” for suspecting legal wrongdoing. This process allows offi cers to draw on their own experience and specialized tra r for methamphetamine traffic. [¶ 18.] While each of these factors, in and of themselves, may have been susceptible to an innocent explanation, that is not the test. Arvizu, 534 U.S. at 273, 122 S.Ct. at 751, 151 L.Ed.2d 740. An officer “need not rule out the possibility of innocent conduct.” Id. at 277, 122 S.Ct. at 753, 151 L.Ed.2d 740. See also Lebrun, 261 F.3d at 733 (<HOLDING>).- The officer’s observations and experience, Options: A. holding that an officers reasonable mistake of law can give rise to the reasonable suspicion necessary to justify a traffic stop under the fourth amendment B. holding that notwithstanding the officers testimony that he had no suspicion of criminality the officer was aware of facts that would give rise to reasonable suspicion in the mind of a reasonable officer C. holding that coming from the wrong neighborhood does not give rise to reasonable suspicion D. holding innocent facts when considered together can give rise to reasonable suspicion E. holding the drivers refusal to consent to search of automobile did not give rise to reasonable suspicion that vehicle contained narcotics

assistant: The best answer is D. holding innocent facts when considered together can give rise to reasonable suspicion
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: ( b ) use any type of spider , virus , worm , trojan-horse , time bomb or any other codes or instructions that are designed to distort , delete , damage , emulate or disassemble the software , products , skype websites , communication or protocols ;

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: for postconviction relief actions. At the time Harrington filed the present action, this provision required that PCR applications “be filed within three years from the date the conviction or decision is final or, in the event of an appeal, from the date the writ of proceden-do is issued.” Iowa Code § 822.3. This statute was enacted in 1984, several years after Harrington’s conviction and appeal became final. See 1984 Iowa Acts ch. 1193, § 1 (codified at Iowa Code section 663A.3 (1985)). In Brewer v. Iowa District Court, 395 N.W.2d 841 (Iowa 1986), we held “that all potential postconviction applicants whose convictions became final prior to July 1, 1984, must file their applications' for postconviction relief on or before June 30, 1987, or be barred from relief” 395 N.W.2d at 844 (<HOLDING>). Thus,- Harrington’s present action is time Options: A. holding that coram nobis was abolished by pcr statute B. holding that postjudgment application for intervention was timely C. holding that notice of appeal was not effectively taken where appeal was filed simultaneously with timely motion for reconsideration because when timely motion for reconsideration is filed a notice of appeal filed prior to disposition of the motion to reconsider has no effect D. holding that a california habeas petition is timely if filed within a reasonable time E. holding harringtons first pcr application was timely filed

assistant: The best answer is E. holding harringtons first pcr application was timely filed
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 addition to any other assignment or participation permitted pursuant to this Section 10.06 any Lender may assign as security and/or pledge (without the consent of the Borrower or the Administrative Agent) all or any portion of its Loans, the other Obligations owed by or to such Lender, and its Notes, if any, to secure obligations of such Lender including any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors and any operating circular issued by such Federal Reserve Bank; provided , that no Lender, as between the Borrower and such Lender, shall be relieved of any of its obligations hereunder as a result of any such assignment and pledge; provided , further , that in no event shall the applicable Federal Reserve Bank, pledgee or trustee, be considered to be a “Lender” or be entitled to require the assigning Lender to take or omit to take any action hereunder.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: in order to maximise your enjoyment , safety and overall experience through our services , the runtime may only be used with oculus-approved hardware devices and with software developed using the oculus rift software development kit , as specified in the oculus rift software development kit licence agreement .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: for any PCRA hearing whatsoever. The PCRA court denied this request in its opinion, dated April 6, 1998, stating: There is no legal basis for this court to accept the record of the federal habeas corpus hearing as the record of this PCRA proceeding.... The federal record would not remove the need for a PCRA hearing under Pa.R.Crim.P. 1508. It appears that the Commonwealth might not have presented a full defense on the merits in light of its legal argument on nonexhaustion. Finally a resolution of the many issues of fact raised in the pleadings require[s] the kind of credibility assessments that only a hearing can provide. (See PCRA Court Opinion, dated April 6, 1998, at 21). 10 . Only a few other jurisdictions have considered this issue. See Seals v. State, 23 S.W.3d 272 (Tenn.2000) (<HOLDING>); Cochran v. State, 133 Idaho 205, 984 P.2d 128 Options: A. holding statute of limitations for filing petition for postconviction relief not tolled by general savings statute tolling limited to reasons enumerated in state postconviction relief act B. holding that a ground for relief not pled in a motion for postconviction relief is waived and cannot be raised on appeal C. holding that the oneyear statute of limitations was not tolled during the pendency of petition for certiorari to the united states supreme court seeking review of denial of state postconviction relief D. holding that probation was custody and permitted jurisdiction under postconviction relief statute E. holding when a motion for postconviction relief is not properly filed 2244s statute of limitations is not statutorily tolled

assistant: The best answer is A. holding statute of limitations for filing petition for postconviction relief not tolled by general savings statute tolling limited to reasons enumerated in state postconviction relief act
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Any successor to the Company (whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company's business and/or assets shall assume the obligations under this Agreement and agrees expressly to perform the obligations under this Agreement in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. The terms of this Agreement and all of the Executive's rights hereunder shall inure to the benefit of, and be enforceable by, the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

assistant: Successors
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: Ralph Lewis Read appeals pro se from the district court’s judgment dismissing his 42 U.S.C. § 1983 action arising from the revocation of his medical license by the Oregon Medical Board. We have jurisdiction under 28 U.S.C. § 1291, and we affirm. 1. The district court correctly concluded that it lacked subject matter jurisdiction over Read’s first “non-fraud” claim under the Rooker-Feldman doctrine. See Noel v. Hall, 341 F.3d 1148, 1165 (9th Cir. 2003) (<HOLDING>). By challenging the Oregon Medical Board’s Options: A. holding rookerfeldman also bars federal claims raised in state court as well as claims that are inextricably intertwined with the statecourt judgment B. holding that the federal claims which arose from state court criminal contempt proceedings were inextricably intertwined with the state court action and thus the federal district court lacked subject matter jurisdiction over the claims pursuant to the rookerfeldman doctrine C. holding that a plaintiffs federal action seeking to vacate a state court judgment was a de facto appeal and thus barred under the rookerfeldman doctrine D. holding that rookerfeldman doctrine bars federal jurisdiction when a plaintiffs suit in federal district court is at least in part a forbidden de facto appeal of a state court judgment and an issue in that federal suit is inextricably intertwined with an issue resolved by the state court judicial decision from which the forbidden de facto appeal is taken E. holding that rookerfeldman doctrine bars federal determination of claim where the district court must hold that the state court was wrong in order to find in favor of the plaintiff

assistant: The best answer is D. holding that rookerfeldman doctrine bars federal jurisdiction when a plaintiffs suit in federal district court is at least in part a forbidden de facto appeal of a state court judgment and an issue in that federal suit is inextricably intertwined with an issue resolved by the state court judicial decision from which the forbidden de facto appeal is taken
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 omission outside of this state if he regularly does or solicits business, or engages in any other persistent course of conduct, or derives substantial revenue from goods used or consumed or services rendered, in this state; or (e)having an interest in, using, or possessing a real or immovable property in this state. In addition, La. R.S. 13:3202 expressly limited La.R.S. 13:3201 to causes of action arising from acts or omissions enumerated therein. 3 . In 1984, the designations were also changed from letters to numerals such that Subsection (h) is now Subsection (8). 4 . This Court has noted the difference, in the context of personal jurisdiction in products liability cases, between a manufacturer and a distributor. McBead Drilling Co. v. Kremco, Ltd., 509 So.2d 429, 432 (La.1987) (<HOLDING>). 5 . Federal circuit courts are somewhat Options: A. holding over B. holding that the district court may decline to exercise supplemental jurisdiction over related statelaw claims once it has dismissed all claims over which it had original jurisdiction C. holding that the defendant lacked sufficient contacts with the forum state because there was no evidence the defendant knew where the product would be sold D. holding that the exercise of personal jurisdiction over a nonresident auto distributor whose only connection to the forum resulted from a customers decision to drive there failed to provide the defendant with clear notice that it would be subject to suit in the forum state and thus an opportunity to alleviate the risk of burden some litigation there E. holding that in litigation arising from a product related injury in the forum state there are significant differences between the exercise of jurisdiction over a retailer who simply sold the product locally and the exercise of jurisdiction over a manufacturer whose products were sold over a large area

assistant: The best answer is E. holding that in litigation arising from a product related injury in the forum state there are significant differences between the exercise of jurisdiction over a retailer who simply sold the product locally and the exercise of jurisdiction over a manufacturer whose products were sold over a large area
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: investigator/handler of an accelerant detection canine was introduced. See id. at 850. The investigator concluded that accelerants had been used “based on his own personal investigation and observations.” Id. No ac-celerants were found on a sample taken from the fire scene. See id. The court concluded that the testimony was based on “scientific principle ... sufficiently established to have gained general acceptance in the field of arson investigation.” Id. Thus, the “use of dogs to detect accelerates [was] not a new or novel scientific principle.” Id. ¶ 24 Similarly, we conclude that the use of canines to help detect the presence of accelerants as an investigative tool is generally accepted within the fire investigation community. See Fitts v. State, 982 S.W.2d 175, 183 (Tex.App.1998) (<HOLDING>); see also NFPA 921: Guide for Fire and Options: A. holding that product rule method of dna statistical evidence is now generally accepted in the relevant scientific community B. holding that expert opinion based on scientific technique is inadmissible unless technique is generally accepted as reliable in relevant scientific community C. holding that calculations done by applying product rule were generally accepted in relevant scientific community D. recognizing that training and technique for canine accelerant detection is accepted by arson investigation community E. holding that ems training lieutenants position met criteria because the lieutenants developed coordinated implemented and conducted ems training programs prepared lesson plans and training aids supervised delivery of training and tests and evaluated new equipment

assistant: The best answer is D. recognizing that training and technique for canine accelerant detection is accepted by arson investigation community
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 will be governed by and construed in accordance with the law s of the State of Texas and any dispute arising under this Agreement shall be adjudicated in the State and/or Federal courts of the State of Texas. Should any provisions of this Agreement be held by a court of law to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby. This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. This Agreement may only be changed by mutual written agreement of the parties hereto. This Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement.

assistant: Miscellaneous
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 agrees to defend, indemnify and hold harmless the Administrative Agent and the Lenders (and their respective Affiliates, officers, directors, attorneys, agents and employees) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against the Administrative Agent or any Lender in connection with any investigative, administrative or judicial proceeding (whether or not such Lender or the Administrative Agent shall be designated a party thereto) or any other claim by any Person (including Borrower or any other Credit Party) relating to or arising out of any Loan Document or any actual or proposed use of proceeds of the Loans or any of the Obligations, or any activities of any Company or its Affiliates; provided that no Lender nor the Administrative Agent shall have the right to be indemnified under this Section 11.7 for its own gross negligence or willful misconduct, as determined by a final and non-appealable judgment of a court of competent jurisdiction. All obligations provided for in this Section 11.7 shall survive any termination of this Agreement.

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 case excerpt and choose the best holding from the options. Case excerpt: from First Amendment protection involves many of the same factors that New York State already has considered in exempting these public employment positions from its constitutionally-mandated civil service system,” the court should grant “substantial deference” to this determination); Savitt v. Vacco, 1998 WL 690939, at *4 (N.D.N.Y. Sept.28, 1998) (Pooler, J.) (“A substantial body of pre-existing Second Circuit case law holds that civil service classification is an important, albeit not conclusive factor in determining whether there is a rational connection between shared ideology and job performance”) (citations omitted); Vona v. County of Niagara, 1995 WL 222049, at *6 (W.D.N.Y. March 31, 1995), aff'd, 119 F.3d 201 (2d Cir.1997); Rini v. Zwirn, 886 F.Supp. 270, 302 (E.D.N.Y.1995) (<HOLDING>). Accordingly, the fact that Wallikas worked in Options: A. holding that appellate courts need not discuss remaining issues when determination of a prior issue is dispositive B. holding an appellate court need not review remaining issues when its determination of a prior issue is dispositive of the appeal C. holding that appellate courts need not address remaining issues when the resolution of a prior issue is dispositive D. holding that civil service status is not dispositive of policymaker issue E. holding that a motion to intervene is not dispositive of a claim or defense of a party

assistant: The best answer is D. holding that civil service status is not dispositive of policymaker issue
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: As of the Execution Date, Purchaser is qualified to own and assume operatorship (or to continue operatorship) of the Properties, and the consummation of the transactions contemplated by this Agreement will not cause Purchaser to be disqualified as such owner or operator. Prior to the Execution Date, Purchaser has obtained and will maintain in effect, lease bonds and any other surety bonds as may be required by, and in accordance with, all applicable laws governing the ownership and operation of the Properties. Purchaser will file any and all required reports necessary for the aforementioned operations with all governmental authorities having jurisdiction over such operations. To Purchaser’s knowledge, there are no matters or circumstances applicable to Purchaser that would preclude or inhibit unconditional approval by governmental authorities of the assignment of the Properties from the Seller to Purchaser.

assistant: Qualifications
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: Law. 11-12 (Nov. 1994) ("The side with the best case almost always wins, and the performance of the lawyers almost never matters. Some of the best lawyering I've ever seen has resulted in spectacular losses. And some of the most bumbling lawyers have had the fortune of attaching themselves to strong, and therefore winning, cases."). 50 . See Attorney Grievance Comm'n of Md. v. Snyder, 368 Md. 242, 793 A.2d 515, 531 (2002) (finding that attorney's failure to research whether his client, a criminal defendant, needed to be present at her initial appearance, as well as his failure to have her arrest warrant recalled once he learned of its issuance, provided sufficient evidence that he had violated MRPC 1.1); Attorney Grievance Comm'n of Md. v. Mooney, 359 Md. 56, 753 A.2d 17, 26-27 (2000) (<HOLDING>). 51 . Stip. Ex. 26 at Beecher00203. 52 . See Options: A. holding that under texas law the mere representation of a party in a lawsuit does not establish privity between an attorney and his or her client B. holding client is not liable for actions of attorney who misled client as to the status of case C. holding that an attorney may only undertake to represent a new client against a former client where there is no confidential information received from the former client that is in any way relevant to representation of the current client D. holding that an attorney whose office staff incorrectly instructed a client that he need not appear in court for trial provided incompetent representation E. holding an attorney is an agent of the client and therefore cannot conspire with the client

assistant: The best answer is D. holding that an attorney whose office staff incorrectly instructed a client that he need not appear in court for trial provided incompetent representation
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: until October 1978, fifteen months after the agreement, the court reasoned that the City and the Authority could not have been aware of Appellants’ claim for a de facto taking at the time the agreement was finalized. More importantly, the City may have had any number of reasons for settling the Clara Thomas claim and, therefore, that subsequent settlement cannot necessarily be construed as evidence of the parties’ intent at the time the agreement was signed. Finally, I believe that the majority disregarded the governmental status of the contracting parties, which requires a stricter analysis of third-party beneficiary status. See Clifton v. Suburban Cable TV Co., Inc., 434 Pa.Super. 139, 144, 642 A.2d 512, 515 (1994), cert. denied, 513 U.S. 1173, 115 S.Ct. 1152, 130 L.Ed.2d 1110 (1995) (<HOLDING>) Accordingly, I would affirm. President Judge Options: A. holding that in order for a plaintiff to file suit against the government on a contract claim in the court of federal claims a plaintiff must have either direct privity or thirdparty beneficiary status B. holding that courts considering government contracts must take a more narrow view of thirdparty beneficiary status and apply a more stringent test to determine whether a third party qualifies for beneficiary status C. holding that the thirdparty beneficiary theory did not apply D. holding decrees identification of person by name was sufficiently specific for purposes of thirdparty beneficiary status E. recognizing common law cause of action as thirdparty beneficiary

assistant: The best answer is B. holding that courts considering government contracts must take a more narrow view of thirdparty beneficiary status and apply a more stringent test to determine whether a third party qualifies for beneficiary status
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: Article 6550(d) effectively places LAN/STV, as an independent contractor performing DART’s functions, in DART’s shoes for purposes of liability. That is, as the language of the statute plainly states, LAN/STV'is liable “only to the extent” that the DART itself would be liable had it performed the same function. Tex.Rev.Civ. Stat. Ann. art. 6550d (Vernon Supp.2004-2005). Texas- law would not permit DART to be held liable in tort on these facts. Accordingly, peither does Article 6550d permit LAN/STV, performing DART’s functions, to be held liable in tort. GLF argues that this reading of Article 6550d is inconsistent with the language of the statute. Texas law, GLF notes, draws a-distinction between immunity from liability and immunity fronVsuit. See Martin K. Eby, 369 F.3d at 468 (<HOLDING>). Because Article 6550d is framied in terms of Options: A. holding immunity from liability is not jurisdictional B. holding governmental immunity is no defense to contractual liability C. recognizing that under texas law governmental immunity embraces two principles immunity from liability and immunity from suit D. holding that as a general rule interlocutory trial court orders rejecting defenses of common law sovereign immunity governmental immunity public official immunity statutory immunity or any other type of immunity are not appealable under the maryland collateral order doctrine E. holding that qualified immunity is not merely immunity from damages but also immunity from suit

assistant: The best answer is C. recognizing that under texas law governmental immunity embraces two principles immunity from liability and immunity from suit
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: under a de novo standard “unless the benefit plan gives the administrator or fiduciary discretionary authority to determine eligibility for benefits or to construe the terms of the plan.” Firestone Tire & Rubber Co. v. Bruch, 489 U.S. 101, 115, 109 S.Ct. 948, 103 L.Ed.2d 80 (1989); see also Ingram v. Martin Marietta Long Term Disability Income Plan, 244 F.3d 1109, 1112 (9th Cir.2001). It is undisputed that the plan at issue in this case does not give the administrator such discretion. Thus, we review the administrator’s determination de novo. When faced with questions of insurance policy interpretation under ERISA, federal courts apply federal common law. Firestone, 489 U.S. at 110, 109 S.Ct. 948; Shaw v. Delta Air Lines, Inc., 463 U.S. 85, 98, 103 S.Ct. 2890, 77 L.Ed.2d 490 (1983) (<HOLDING>). Under the federal common law of ERISA, we Options: A. recognizing fraud in the inducement as defense under federal common law interpreting erisa B. holding a state workers compensation regime preempted by erisa to the extent state law applied to pension plans governed by federal law C. holding that a state law requiring benefit plans to include minimum benefits related to erisa plans D. holding that federal common law of erisa preempts state law in the interpretation of erisa benefit plans E. holding that federal common law governs equitable remedies available under erisa

assistant: The best answer is D. holding that federal common law of erisa preempts state law in the interpretation of erisa benefit plans
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 Borrower and the other Credit Parties irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any court of the State of New York sitting in New York, New York and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action, litigation or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York state court or, to the fullest extent permitted by Applicable Law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

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: Seller shall pay any amount due Jones Lang LaSalle (the “Broker”) pursuant to a separate agreement between Seller and the Broker. Except for the Broker, neither Party has used the service of a real estate agent or broker in connection with this transaction. If a third party institutes legal action in an effort to recover any broker’s, finder’s or similar fee in connection with the transaction contemplated hereby, the Party who failed to disclose such relationship is solely responsible for any amount claimed and will defend and hold the other Party and such other Party’s Indemnitees harmless from and against all Claims related to a breach of the above representation, said representation and warranty and obligation to defend and indemnify to survive Closing or the earlier termination of this Agreement. The Parties shall share equally in the costs assessed by the closing agent in connection with Closing. Except as otherwise expressly provided in this Agreement, each Party shall pay all costs and expenses incurred by it or on its behalf in connection with this Agreement and the transaction contemplated hereby.

assistant: Costs
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: discretion when it makes an error of law.” In re Superior Crewboats, Inc., 374 F.3d at 334 (internal citations and quotation marks omitted). “Accordingly, the abuse of discretion standard includes review to determine that the discretion was not guided by erroneous legal conclusions.” In re Coastal Plains, Inc., 179 F.3d at 205 (internal quotation marks omitted). We also review for abuse of discretion a district court’s denial of a motion to substitute the trustee for the debtor as the party plaintiff. Wieburg v. GTE Sw. Inc., 272 F.3d 302, 308 (5th Cir.2001) (addressing a motion to substitute as the proper party in interest under Rule 17(a) of the Federal Rules of Civil Procedure) (citing Collateral Control Corp. v. Deal (In re Covington Grain Co.), 638 F.2d 1357, 1360 (5th Cir.1981) (<HOLDING>)). Questions of law, including interpretation Options: A. holding that the admission of evidence under an exception to the hearsay rule is reviewed for abuse of discretion B. holding that denial of joinder motion is reviewed for abuse of discretion C. holding that the imposition of sanctions is reviewed for abuse of discretion D. holding under third circuit law that the denial of a motion for reconsideration is reviewed for abuse of discretion E. holding that a rule 25 motion to substitute the real party in interest following a transfer of interest while the litigation is pending is reviewed for abuse of discretion

assistant: The best answer is E. holding that a rule 25 motion to substitute the real party in interest following a transfer of interest while the litigation is pending is reviewed for abuse of discretion
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: within the contemplation of the Jones Act if the structure “is in actual navigation or transit” at the time an injury occurred. Di-Giovanni, 959 F.2d at 1123. The facts of this ease, however, do not bring the appellant within the contours of this exception. First and foremost, the appellant’s status as a seaman depends upon the movement vel non of the SUPER SCOOP, not the incidental positioning of an appurtenant scow. The determinative factor in this equation is that the appellant was assigned permanently to (i.e., was part of the crew of) the SUPER SCOOP, not Scow No. 4. See Bennett, 510 F.2d at 116— 17. And by his own admission, the SUPER SCOOP was not in motion when the accident occurred. Thus, the fact that'the scow was being moved is irrelevant. See DiGiovanni, 959 F.2d at 1124 (<HOLDING>). The DiGiovanni exception does not obtain. In Options: A. holding claimant was simply not engaged in a transaction oriented to the use of the covered auto at the time of the accident B. holding that a simulation of an accident did not meet the fit requirement because the conditions of the simulation were far different from those existing at the time of the accident C. holding that the allterrain vehicle being operated by michael pirrung was on an insured location at the time of his fatal accident D. holding that the plaintiffs location on the supply barge at the time of the accident did not alter his status E. holding that probable cause was clearly present justifying the taking of a blood sample without the defendants consent when it was established that the defendant was involved in an automobile accident and the police noticed liquor on his breath at the scene of the accident and at the hospital

assistant: The best answer is D. holding that the plaintiffs location on the supply barge at the time of the accident did not alter his status
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 , with the privacy policy , the safety tips and any terms disclosed and agreed to by you if you purchase additional features , products or services we offer on the service , contains the entire agreement between you and tinder regarding the use of the service .

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: applies: “[T]he expert[] conflrm[ed] ... nearly every detail of the case and of complainant’s behavior as consistent with that of a victim of sexual abuse.... ” Id., 922 N.Y.S.2d 846, 947 N.E.2d at 639 (Lippman, C.J., dissenting). These divergent outcomes reflect national jurisprudence on the issue. Lisa R. Askowitz, Restricting the Admissibility of Expert Testimony in Child Sexual Abuse Prosecution: Pennsylvania Takes It to the Extreme, 47 U. Miami L. Rev. 201, 205-06 nn. 34-35 (Sept. 1992) (surveying caselaw and recognizing the split in authority). Many other courts have held opinions that a child victim’s behavior or symptoms are “consistent with” child abuse are inadmissible. See Favoccia, 306 Conn. 770, 51 A.3d at 1015-16 & n. 26 (collecting cases); see also id. at 1009 (<HOLDING>); Wheat v. State, 527 A.2d 269, 274-75 Options: A. holding that expert testimony should be excluded when jury is equally competent to form an opinion about ultimate fact issue or experts testimony is within jurys common knowledge B. holding that the testimony of an expert witness is admissible when the witness outlines the general characteristics of sexually abused children and then states that the victims symptoms are consistent with those characteristics C. holding that expert testimony linking a specific complainant to those general characteristics is impermissible vouching and ultimate issue testimony and therefore inadmissible D. holding that a social workers testimony that a child was sincere constituted impermissible character testimony E. holding that the admission of expert testimony was prejudicial where the testimony was pervasive

assistant: The best answer is C. holding that expert testimony linking a specific complainant to those general characteristics is impermissible vouching and ultimate issue testimony and therefore inadmissible
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: Borrowers shall use the proceeds of the Loans solely for (a) transaction fees incurred in connection with the Financing Documents, and (b) for working capital needs of Borrowers and their Subsidiaries. No portion of the proceeds of the Loans will be used for family, personal, agricultural or household use.

assistant: Use Of Proceeds
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 set forth herein, this Agreement, the LP Agreement, the Memorandum and Articles of Association of the General Partner, as amended from time to time, the Laureate Registration Rights Agreement, the Advisor Interest Subscription Agreement, the Executive Interest Subscription Agreement, to the extent surviving in accordance with its terms and with respect to Section 2.4 thereof, the Preferred Investor Registration Rights Agreement and the Preferred Stockholders Agreement, constitute the entire agreement between the parties hereto pertaining to the subject matter hereof and fully supersede any and all prior or contemporaneous agreements or understandings between the parties hereto pertaining to the subject matter hereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: You acknowledge and agree that your agreement to fully cooperate with the Company with respect to the provisions of this Section 5 in its entirety is a material term of this Retirement Agreement. The failure by you to cooperate fully, within reason, with the Company is a material breach of this Retirement Agreement.

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 case excerpt and choose the best holding from the options. Case excerpt: 595, 597 (8th Cir.2000) (“Thus, more than seven days after the imposition of [the defendant’s] sentence, the District Court had no jurisdiction to alter it, even if the sentence was legally erroneous.”); United States v. Barragan-Mendoza, 174 F.3d 1024, 1029 (9th Cir.1999) (stating that the party seeking sentence modification “must meet the conditions of [Rule 35(c) ]; otherwise, the district court cannot modify a defendant’s sentence” and vacating sentence modified two months after original sentence imposed); United States v. Werber, 51 F.3d 342, 348 (2d Cir.1995) (“Because the district court modified the defendants’ original sentences more than seven days after they were imposed, the court had no jurisdiction to enter the corrected judgments under Rule 35(c).”); Lopez, 26 F.3d at 520 (<HOLDING>); Fahm, 13 F.3d at 454 (“Since the narrow Options: A. holding that court lacked jurisdiction to modify visitation where it dismissed the modification petition B. holding that oral imposition of sentence begins seven day clock for rule 35c C. holding that modification of original sentence occurred outside the sevenday window and the district court lacked jurisdiction to act pursuant to rule 35c D. holding that even if the district court lacked jurisdiction to correct a defendants sentence under fedrcrimp 35c 3583e2 authorized the court to modify the conditions of a defendants supervised release E. holding that a district court may impose sanctions for abuse of judicial process pursuant to rule 11 even after it is determined that the court lacked subject matter jurisdiction over the plaintiffs claims

assistant: The best answer is C. holding that modification of original sentence occurred outside the sevenday window and the district court lacked jurisdiction to act pursuant to rule 35c
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: As used in this Warrant, the following terms shall have the respective definitions set forth in this Section 1, and capitalized terms not otherwise defined in this Warrant shall have the meaning set forth in the Securities Purchase Agreement dated as of March 31, 2016 by and between the Company and the Holder (the “ Securities Purchase Agreement ”).

assistant: Definitions
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: FAC contains no allegation that Lime Wire ever attempted to obtain or purchase a license from any of the counter-defendants or their respective joint ventures. Lime Wire’s retail competitors may have “faced excessive wholesale prices” for licenses as a result of the alleged price-fixing scheme (id. ¶ 36), but Lime Wire itself has n 18 S.Ct. 275, 139 L.Ed.2d 199 (1997)), Lime Wire has not established that it suffered injury-in-fact stemming from any such agreement. To the extent Lime Wire claims that it was an interbrand retail competitor of counter-defendants’ joint ventures, Lime Wire lacks standing to challenge the retail price-fixing agreement because the FAC contains no allegation that the fixed retail prices were predatory. See Atlantic Richfield, 495 U.S. at 339, 110 S.Ct. 1884 (<HOLDING>). Even accepting as true Lime Wire’s allegation Options: A. holding that vertical maximum pricefixing agreement does not cause a competitor antitrust injury unless it results in predatory pricing B. holding that there must be a causal connection between the alleged antitrust violation and the antitrust injury for there to be antitrust standing C. holding that a plaintiff must show antitrust injury in order to bring an antitrust lawsuit D. holding that injury to broker through loss of commission was not antitrust injury E. holding that an antitrust injury is a necessary element of a 2 claim

assistant: The best answer is A. holding that vertical maximum pricefixing agreement does not cause a competitor antitrust injury unless it results in predatory pricing
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All written notices, requests, or other communications herein provided for must be addressed to the Company or to the Lender at the addresses set forth in Article I above, or at such other address as either party may designate to the other in writing. Such communication will be effective (i) if given by mail, 72 hours after such communication is deposited in the U.S. mail certified mail return receipt requested, or (ii) if given by other means, when delivered at the address specified in this Section 9.6.

assistant: Notices