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: defendant hide her hand in such a manner which was clearly indicative of her having either a small weapon or drugs closed in her palm. Additionally, after being repeatedly asked to open her hand, defendant continued to resist the officers’ efforts to alleviate their concern that she might be concealing a weapon. Under such circumstances, we conclude Officer Olsen’s use of pressure to open defendant’s hand was justifiable in view of the officers’ need to ensure that defendant was not in possession of a weapon capable of inflicting injury or that she would not destroy evidence. Moreover, we find no evidence which would indicate Officer Olsen’s use of pressure was overly intrusive as to render the seizure of the crack cocaine unreasonable. See Smith, 342 N.C. at 407, 464 S.E.2d at 45 (<HOLDING>); and State v. Watson, 119 N.C. App. 395, 458 Options: A. holding that acquiescence to a strip and body cavity search did not extend the scope of defendants consent to search his person because of the highly intrusive nature of the search B. holding that defendant was not in custody during search of his residence C. holding that search of backpack constituted a search of defendants person and was not authorized by search warrant for premises D. holding that requiring defendant to pull his pants down in the middle of an intersection so that police might search for cocaine was not intolerable in intensity and scope such that the search was unreasonably intrusive E. holding that the defendant voluntarily consented to a search and the patdown of his person did not exceed the scope of his consent which included a search of the groin area

assistant: The best answer is D. holding that requiring defendant to pull his pants down in the middle of an intersection so that police might search for cocaine was not intolerable in intensity and scope such that the search was unreasonably intrusive
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: judges of the United States District Court for the Southern District of New York have expressly concluded that Mr. Kohlmann is qualified to provide expert testimony on terrorism similar to that which he intends to provide in this case. United States v. Sabir, 2007 WL 1373184, at *1; United States v. Paracha, 2006 WL 12768, at * 18. In Paracha, Judge Sidney Stein found that Mr. Kohl-mann “possesses sufficient education, training and experience to qualify as an expert on the origins, leadership and tradecraft of the al Qaeda organization.” 2006 WL 12768, at *20. And in Sabir, Judge Loretta Preska found that Mr. Kohlmann was qualified to offer testimony on the origins and history of al Qaeda as well as Azzam Publications. See 2007 WL 1373184, at *8-9; see also Aref, 2007 WL 603508, at *16 (<HOLDING>). The Court agrees with Judges Stein and Options: A. holding that the admission of expert testimony was prejudicial where the testimony was pervasive B. holding that mr kohlmann could provide expert testimony on political groups in bangladesh C. holding any error in admitting testimony of expert witness was harmless because it was cumulative of same testimony given by six other expert witnesses who testified at trial D. holding that a request for funds for expert testimony must show inter alia that the testimony is crucial and is subject to varying expert opinions E. holding expert testimony remedies speculation by the court

assistant: The best answer is B. holding that mr kohlmann could provide expert testimony on political groups in bangladesh
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 demonstrate genuine issues exist for trial. Griffin, 74 F.3d at 827. 1. Direct Discrimination As she did in the district court, Markel contends that several statements attributed to Offerman and LaForge are evidence of direct discrimination. Offer-man, LaForge, and the University deny that the statements were ever made. At oral argument the University contended that these statements are more appropriately considered performance related, and even if they are believed, show an aversion toward age not gender. Either way, the statements are not worth repeating because they fail to show direct discrimination. In order to arrive at the conclusion Markel would have us reach, we would need to infer discriminatory animus into the statements, which we cannot do. See Randle, 876 F.2d at 569-70 (<HOLDING>) (emphasis added). Moreover, the statements Options: A. holding that issues of discriminatory intent and actual motivation are questions of fact for the trier of fact B. holding that estoppel was a question of fact C. holding that direct evidence if believed by the trier of fact will prove the particular fact in question without reliance upon inference or presumption D. holding that a statutory presumption is a rule of law requiring a trier of fact to reach a particular conclusion in the absence of evidence to the contrary E. holding it is a question of fact

assistant: The best answer is C. holding that direct evidence if believed by the trier of fact will prove the particular fact in question without reliance upon inference or presumption
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: behavior” stipulation in Mobile County as follows: “[Wjhen stipulating on a good behavior, if you violate the agreement you’ve entered into ..., it’s as if you’ve been found guilty and [the court simply] impose[s] sentence.” (R. 10.) The circuit court agreed with the prosecutor’s description. Id. Thus, when Clark failed to comply with the terms of the “good behavior” agreement, his stipulation was “itself a conviction [and] nothing remain[ed] but to give judgment and determine punishment.” Boykin v. Alabama, 395 U.S. 238, 242, 89 S.Ct. 1709, 23 L.Ed.2d 274 (1969)(eiting Kercheval v. United States, 274 U.S. 220, 223, 47 S.Ct. 582, 71 L.Ed. 1009 (1927)). See also Ex parte Howard, 710 So.2d 460, 465 (Ala.1997) (same); see also State v. Alien, 220 Ariz. 430, 207 P.3d 683, 687 (Ct.App.2008) (<HOLDING>). But cf. Perkins v. State, 808 So.2d 1041, Options: A. holding that based on the facts presented by the state and the defendants stipulation to the existence of a factual basis for his plea the court properly determined a factual basis for the plea existed B. holding that the defendants guilty plea was valid where the district court carefully questioned the defendant about whether he understood the consequences of his guilty plea C. holding that a defendants stipulation to the facts establishing guilt was the functional equivalent of guilty plea D. holding that entering a guilty plea is an admission of guilt and a waiver of the right to jury trial E. holding that a defendants guilty plea was unconditional where the guilty plea was not in writing and the government did not consent to it being conditional

assistant: The best answer is C. holding that a defendants stipulation to the facts establishing guilt was the functional equivalent of guilty plea
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 representations and warranties in this Agreement (or any certificate delivered pursuant hereto) shall survive the execution and delivery of this Agreement and the Closing for a period of eighteen (18) months following the Closing Date; provided that the representations and warranties set forth in Section 1.1(b) , Section 2.1 , Section 2.2 , Section 2.3 , and Section 2.4 and the 10b-5 Representation, and corresponding representations and warranties in the officer’s certificate to be delivered pursuant to Section 5.2(d) and Section 5.3(d) , shall survive the execution and delivery of this Agreement and the Closing indefinitely (or, in each case, until final resolution of any claim or actions arising from the breach of any such representation and warranty, if written notice of such breach was provided prior to the end of such survival period).

assistant: Survival
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: Commissioner of Social Security as to any fact, if supported by substantial evidence, shall be conclusive ... The court’s role in reviewing a decision of the Commissioner under this statute is circumscribed: We must uphold a denial óf social security disability benefits unless ‘the Secretary has committed a legal or factual error in evaluating a particular claim.’ Sullivan v. Hudson, 490 U.S. 877, 885, 109 S.Ct. 2248, 2254, 104 L.Ed.2d 941 (1989). The Secretary’s findings of fact are conclusive if supported by substantial evidence. See 42 U.S.C. § 405(g); see also Richardson v. Perales, 402 U.S. 389, 401, 91 S.Ct. 1420, 1427, 28 L.Ed.2d 842 (1971). Manso-Pizarro v. Sec’y of Health & Human Servs., 76 F.3d 15, 16 (1st Cir.1996); see Reyes Robles v. Finch, 409 F.2d 84, 86 (1st Cir.1969) (<HOLDING>). The Supreme Court has defined “substantial Options: A. holding the courts scope of review is limited to determining whether the commissioner applied the correct legal standards and whether the record as a whole contains substantial evidence to support the commissioners findings of fact B. holding that as to the scope of court review substantial evidence is a stringent limitation C. holding review of sufficiency of evidence of juvenile adjudication is same as reviewing substantial evidence to support a criminal conviction D. holding that duration of limitation is a factor in determining whether limitation is significant E. holding that evidence of the scope of a particular claim can be found on review of other claims

assistant: The best answer is B. holding that as to the scope of court review substantial evidence is a stringent limitation
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: and the lawsuit they had commenced. While Gotbetter represented to the Court that he did not initiate any of the publicity attending this lawsuit, at a minimum, as a result of Gotbetter’s and Katzman’s actions, Defendants have been made to respond to a patently meritless complaint and to suffer unwarranted adverse publicity. Both the Supreme Court and the Second Circuit have emphasized that the purpose of the sanctioning mechanism of Rule 11 “is not reimbursement but ‘sanction,’ ” “and that, accordingly, Rule 11 sanctions ‘shall be limited’ to what is sufficient to deter repetition of such conduct or comparable conduct by others.” Pavelic & LeFlore v. Marvel Entertainment Group, 493 U.S. 120, 126, 110 S.Ct. 456, 459-460, 107 L.Ed.2d 438 (1989); see also Eastway, 762 F.2d at 254 (<HOLDING>). Consistent with these holdings, Rule 11 was Options: A. holding that because counsels lumping of fees was not considered in calculating the revised lodestar amount it could serve as a basis for adjusting the fee award B. holding that in determining the reasonableness of attorneys fees under federal fee shifting statutes courts may not enhance the fee award above the lodestar amount to compensate attorneys for assuming the risk of receiving no payment for their services if the lawsuit failed C. holding that the court has discretion to double check the reasonableness of the percentage fee through a lodestar calculation D. holding that where a contract for legal services fails to expressly provide for the amount of the fee a reasonable fee is implied E. holding that a fee substantially less than the lodestar amount is permissible

assistant: The best answer is E. holding that a fee substantially less than the lodestar amount is permissible
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 4.6 attached hereto, the Company shall use the net proceeds from the sale of the Shares hereunder for working capital purposes and shall not use such proceeds for: (a) the redemption of any Common Stock or Common Stock Equivalents, or (b) the settlement of any outstanding litigation.

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: No representation or warranty by the Company in this Subscription Agreement, the other Offering Documents, nor in any certificate, Schedule or Exhibit delivered or to be delivered pursuant to this Subscription Agreement or the other Offering Documents contains or will contain any untrue statement of material fact or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading. To the knowledge of the Company and its subsidiaries at the time of the execution of this Subscription Agreement, there is no information concerning the Company and its subsidiaries or their respective businesses which has not heretofore been disclosed to the Subscribers that would have a Material Adverse Effect.

assistant: Disclosures
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: Participant acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by Participant or any other person.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: its rules, and a duty to exercise reasonable care under these circumstances.” Id. Relying in part on the Restatement (Second) of Torts § 323 (1965), the court agreed. The court found that, by prohibiting tenants from keeping vicious dogs and further requiring Scepurek to promise to remove annoying pets, the landlord undertook the obligation to control vicious dogs in its trailer park, i.e., keep the premises free from vicious dogs. Alaskan Village, 720 P.2d at 948. Significantly, the court also noted that “evidence that the undertaking is for the plaintiffs benefit is a prerequisite to liability; a plaintiff who does not produce such evidence is not entitled to a jury instruction on this theory.” Alaskan Village, 720 P.2d at 947; see also Goddard by Goddard, 558 N.E.2d at 854-55 (<HOLDING>). The instant case, however, is distinguishable Options: A. recognizing possibility that landlord had administrative claim for postpetition conversion of its property B. holding that a landlord has a duty of reasonable care over common areas or other areas over which the landlord has retained control C. holding that tenant failed to establish that the landlord breached his duty because tenant offered no evidence that landlord failed to properly maintain second floor balcony or that the landlord was aware of tenants use of deck to move furniture into the second floor or that such a practice was common D. recognizing that the burden is on the landlord in a lease dispute to establish that the lease contract had been breached and that such breach entitled the landlord to the possession of the property in question E. holding landlord was not liable because landlord had relinquished control despite landlords distribution of notices to residents telling them to keep their dogs tied or inside because evidence suggested that the reason for notice was that landlord had received complaints about barking and trash removal and not to protect others

assistant: The best answer is E. holding landlord was not liable because landlord had relinquished control despite landlords distribution of notices to residents telling them to keep their dogs tied or inside because evidence suggested that the reason for notice was that landlord had received complaints about barking and trash removal and not to protect others
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: contains a copy of an undated letter from him to the plan administrator making this designation. The issues presented here do not concern refund benefits. 2 . In 1999, the legislature increased the amount of the benefit from two-thirds to three-fourths. See Laws 1999 Ch.'50, § 5. 3 . The legislature amended this statute in 1998 to exclude from community property that which is "acquired after service of a petition for dissolution of marriage ... if the petition results in a decree of dissolution of marriage----” A.R.S. § 25-211. 4 . One might nevertheless argue that the non-employee spouse should receive a greater share of the retirement benefits in order to compensate for community contributions toward the death benefits. See Toth v. Toth, 190 Ariz. 218, 221, 946 P.2d 900, 903 (1997) (<HOLDING>). It is difficult to see how a value can be Options: A. holding that 2401b of the ftca can be equitably tolled B. holding that such a dismissal may provide grounds to equitably toll the statute of limitations for a second habeas petition C. holding that statute requires community properly to be divided equitably but not necessarily equally D. recognizing that rcw 1073090 can be equitably tolled but declining to toll it in the particular case E. holding statute of limitations should not be equitably tolled for taxpayer who filed a refund claim after the applicable statute of limitations

assistant: The best answer is C. holding that statute requires community properly to be divided equitably but not necessarily equally
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: To sell, exchange, convey, transfer or otherwise dispose of any securities or other property held by it, by public or private sale without notice, advertisement or court order. No person dealing with the Trustee shall be bound to see to the application of the purchase money or to inquire into the validity, expediency, or propriety of any such-sale or other disposition.

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: facially sufficient, the trial court must either deny this ground with the appropriate attachments or it must conduct an evidentiary hearing. We should observe that the only issue Mr. Nolan raised on direct appeal was the prejudicial conduct of the prosecutor. On direct appeal, most of that conduct could be reviewed only under the fundamental error rule because the alleged errors had not been preserved by objection. See State v. Anton, 700 So.2d 743, 746 (Fla. 2d DCA 1997) (citing Castor v. State, 365 So.2d 701, 703 (Fla.1978)). Thus, the fact that prosecutorial misconduct was raised as fundamental error on direct appeal does not preclude Mr. Nolan from raising this related issue as a matter of ineffective assistance of counsel. See Perry v. State, 787 So.2d 67 at 68 (Fla. 2d DCA 2001) (<HOLDING>) (citing Henderson v. State, 727 So.2d 284 Options: A. holding that failure to object to admissible evidence was not ineffective assistance of counsel B. holding no ineffective assistance of appellate counsel claim for failure to raise as basis for appeal of conviction ineffective assistance of trial counsel where basis for the latter claim was inadequate C. holding that defendants claim for ineffective assistance of counsel due to a conflict of interest was not cognizable on direct appeal D. holding that a prosecutors remarks referring to defense witnesses as a pack of liars were improper but not fundamental error court unable to review on appeal because trial counsel failed to preserve error E. holding ineffective assistance of counsel claim for failure to object to prosecutors comments cognizable in postconviction motion since court unable to review on appeal because trial counsel failed to preserve error

assistant: The best answer is E. holding ineffective assistance of counsel claim for failure to object to prosecutors comments cognizable in postconviction motion since court unable to review on appeal because trial counsel failed to preserve error
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 payments hereunder shall be made without any counterclaim or set-off, free and clear of, and without reduction by reason of, any taxes, levies, imposts, charges and withholdings, restrictions or conditions of any nature (“ Taxes ”), which are now or may hereafter be imposed, levied or assessed by the United States or any political subdivision or taxing authority thereof (or any non-United States jurisdiction in which there is Real Estate) on payments hereunder, all of which will be for the account of and paid by the Guarantor. If for any reason, any such reduction is made or any Taxes are paid by the Administrative Agent or any Lender (except for taxes on income or profits of such Administrative Agent or Lender), the Guarantor agrees to pay to the Administrative Agent or such Lender such additional amounts as may be necessary to ensure that the Administrative Agent or such Lender receives the same net amount which it would have received had no reduction been made or Taxes paid. Notwithstanding anything to the contrary set forth herein, the Guarantor’s obligations with respect to Taxes hereunder shall be subject to the same limitations as are applicable to the Borrower’s obligations with respect to Taxes that are set forth in Section 4.13 of the Loan Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: for Sarvis is that even if there is a windfall vote, his complaint would still fail to raise the “reasonable inference” that Virginia’s ballot ordering law creates constitutionally significant burdens. The fact remains that, “windfall” or not, the Virginia ballot ordering law still does not “restrict access to the ballot or deny any voters the right to vote for candidates of their choice.” Sonneman v. State, 969 P.2d 632, 638 (Alaska 1998). The law instead “merely allocates the benefit of positional bias, which places a lesser burden on the right to vote.” Id. And contrary to Sarvis’s cursory equal protection argument, Appellant’s Opening Br. 12-13, it makes this allocation in a neutral, nondiscriminatory manner. Compare Graves v. McElderry, 946 F.Supp. 1569, 1582 (W.D. Okla. 1996) (<HOLDING>), with Bd. of Election Comm’rs of Chicago v. Options: A. holding petition nominating candidate under social democratic party violated party name protection act B. holding that the state law violated equal protection principles C. holding that an oklahoma law placing democratic party candidates in the highest ballot positions violated the equal protection clause D. holding that an illinois countys facially neutral twotiered ballot ordering system did not violate the equal protection clause E. holding that lprs are entitled to the protection of the equal protection clause

assistant: The best answer is C. holding that an oklahoma law placing democratic party candidates in the highest ballot positions violated the equal protection clause
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: a pending criminal investigation, we conclude that a remand to the trial court is appropriate to allow the City an opportunity to review the field interview cards and to submit to the trial court for in camera review those cards or portions of cards which the City maintains are involved in an ongoing criminal investigation and exempt from disclosure. Petitioners shall be granted immediate access to all field interview cards not submitted to the trial court for in camera review. The trial court shall determine which of the field interview cards or portions of them are exempt from disclosure. An entire field interview card should not be deemed exempt simply because it contains some exempt information. Rather, redaction of the exempt information is appropriate. Eldridge, 86 S.W.3d at 574 (<HOLDING>). The trial court has discretion to prescribe Options: A. recognizing that refinement of rule governing confidential court records was a necessary step in providing the public electronic access to court records B. recognizing medical records contain the same protected confidential information as a physicians direct testimony about the communications C. holding records did not qualify as exempt confidential commercial information under exemption 4 because the information was not actually confidential D. holding that plaintiff could state a claim for conversion of confidential information E. holding that county could redact from public records any information made confidential by statute with any redaction subject to review by the chancellor

assistant: The best answer is E. holding that county could redact from public records any information made confidential by statute with any redaction subject to review by the chancellor
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Each party agrees that, without the prior written consent of the other party, neither it nor its Representatives will disclose to any other person any of the other party’s Evaluation Material, the fact that discussions between the parties are taking place concerning the Transaction, or any terms or other facts relating to the Transaction and will use such Evaluation Materials only for the purpose of evaluating a Transaction.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Transaction Documents, the Strategic Alliance Agreement and the Prior Securities Purchase Agreement, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

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 case excerpt and choose the best holding from the options. Case excerpt: weapon was not recovered, Martin confirmed during the interview that the toolbox police found in Jacey’s vehicle was his, and that he threw the hammer he used to kill Jacey into a river. Thereafter, Martin hid Jacey’s body in the bushes and proceeded to use her vehicle and other belongings until he was apprehended by law enforcement nine days later. Moreover, the trial court found two other aggravators in addition to CCP: (1) commission by a convicted felon and one who is under a sentence of felony probation; and (2) committed during the course of a robbery. This Court has affirmed the imposition of death as a proportionate penalty when a finding of CCP was coupled with other aggravators in addition to multiple mitigating factors. See Mosley v. State, 46 So.3d 510, 527-29 (Fla.2009) (<HOLDING>); Zakrzewski v. State, 717 So.2d 488, 494 Options: A. holding death sentence proportionate where defendant murdered wife and children and trial court found three aggravators previous capital felony ccp and hac and two statutory mitigators extreme disturbance and no prior criminal history B. holding death penalty proportionate where the trial court found ccp and three other aggravators and twentynine nonstatutory mitigators C. holding imposition of the death penalty proportionate where the trial court found two aggravating circumstances ccp and contemporaneous murder two statutory mitigating factors and a number of nonstatutory mitigating factors D. holding death penalty proportionate where there were two aggravating factorsthe murder was committed for pecuniary gain and defendant had been convicted of a prior violent felonyand where there were two statutory and three nonstatutory mitigating circumstances E. holding death penalty proportionate where there were two aggravating factors avoiding arrest and commission during course of a burglary with some nonstatutory mitigation

assistant: The best answer is B. holding death penalty proportionate where the trial court found ccp and three other aggravators and twentynine nonstatutory mitigators
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 ownership and operation of the Company Business are in compliance with all applicable Laws in all material respects. The Company has no Knowledge of any changes to the Company Business nor in any regulations, licensing requirements or orders to which the Company or the Company’s Employees (because of their activities on behalf of their employer) is subject that would have a Material Adverse Effect on the Company.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: million cash component. The spreadsheet was also subsequently revised over the weekend of July 24, although at all times the spreadsheet showed that HHI's bid was superior to RHJI's bid. 9 . Indeed, how could it be otherwise? RHJI sought Court approval of the amendments. If it believed they were enforceable without Court approval, there would be no need to file the motion. Indeed, Donohoe testified that the amendments were subject to Court approval for purposes of obtaining bidder protections. 10 . It does not appear that the Second Circuit has weighed in on this split. At least two bankruptcy judges in this jurisdiction have held that contracts subject to court approval are not binding before court approval. See In re Asia Global Crossing, Ltd., 326 B.R. 240, 256 (Bankr.S.D.N.Y.2005) (<HOLDING>); In re Leslie Fay Cos., 168 B.R. 294, 303 Options: A. holding that a motion to withdraw a guilty plea was not pending because nothing was left for the court to decide B. holding that the debtor had the right to cure the default because the foreclosure sale was not complete under state law until it was confirmed by a court C. holding that provision in prepetition agreement which precluded sale of assets by debtor was not a bar to a sale under section 363 because prepetition agreements purporting to in terfere with a debtors rights under the bankruptcy code are not enforceable D. holding that because 363 sale was subject to court approval debtor was not bound to perform until then and could withdraw the application to approve and abandon the contract E. holding that an attorney approval clause in a contract for the sale of real estate was a part of that contract and would have to be satisfied for the underlying contract to be enforceable

assistant: The best answer is D. holding that because 363 sale was subject to court approval debtor was not bound to perform until then and could withdraw the application to approve and abandon the contract
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: On the Closing Date, subject to receipt by Borrower of a reasonably detailed invoice and receipt by Borrower of such other information supporting such invoice as may be reasonably requested by Borrower, Borrower shall pay in full all of the Lenders' reasonable professional costs and fees incurred in relation to the Term Loan, including, without limitation, in connection with the due diligence related to, and the preparation, negotiation and documentation of the Letter of Intent, this Agreement, the other Financing Documents, which amounts shall (i) be deducted from the proceeds of the Term Loan funded on the Closing Date and (ii) not reduce the amount of the Term Loan or the Obligations; provided, however, for the avoidance of doubt the defined term "Obligations" as used in this Section does not include the professional costs and fees deducted from the proceeds of the Term Loan pursuant to clause (i).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Consultant hereby agrees to indemnify and hold harmless Company and its directors, officers, employees and agents from, against and in respect of, the full amount established in a final judgment issued by a court of competent jurisdiction (and which is not the subject of a pending appeal) of all liabilities, damages, claims, deficiencies, fines, assessments, losses, taxes, penalties, interest, costs and expenses, including, without limitation, reasonable fees and disbursements of counsel, arising from, in connection with, or incident to any breach or violation of any of the representations, warranties, covenants or agreements of Consultant contained in this Agreement; and (ii) any and all actions, suits, proceedings, demands, assessments or judgments, costs and expenses incidental to any of the foregoing.

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 legal provision and list the applicable contract clause categories. Provision: Each of the parties hereto represents and warrants, as to itself, that it has duly authorized, executed and deliverPp1aed this Agreement and that this Agreement is the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditor’s rights and subject to general equitable principles.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: by appointment or by law to receive service of process and, if the agent is one authorized by statute to receive service and the statute so requires, by also mailing a copy to the defendant. Fed. R. Bankr.P. 7004(b)(3) (emphasis supplied). Moreover, Federal Rule of Bankruptcy Procedure 9006(e) states that “[s]ervice of process and service of any paper other than process or of notice by mail is complete on mailing.” Fed. R. Bankr.P. 9006(e). Hence, under Bankruptcy Rule 9006(e), upon mailing, service is complete. Turgeon v. Victoria Station Inc. (In re Victoria Station Inc.), 840 F.2d 682, 684 (9th Cir.1988). Bankruptcy Rule 7004 “does not require proof of actual receipt; it requires only that the summons and complaint be mailed.... ” In re Vincze, 230 F.3d 297, 299 (7th Cir.2000) (<HOLDING>). See also Attorneys’ Title Ins. Fund, Inc. v. Options: A. holding pursuant to bankruptcy rule 7004b9 that because the creditor mailed the complaint and summons to the debtors attorney and to the address listed in the debtors bankruptcy petition service of process was sufficient even if the debtors were out of the country and did not actually receive notice of the complaint and summons B. holding that rule 415f worked to cure deficiencies in service of process in action to enforce a judgment lien on real estate where service was provided at debtors last residential address known to lienholder because address was used during underlying lawsuit lienholders attorney checked county record to verify address information debtor did receive summons and residential address was on the former situs of debtors business C. holding that a formal summons and complaint were unnecessary because the motion before the court is not an independent action D. holding that failure to serve debtors with filed complaint and issued summons rendered default judgment void E. holding that the operative fact is whether or not the creditor has notice of the debtors bankruptcy proceeding in time to file a timely proof of claim

assistant: The best answer is A. holding pursuant to bankruptcy rule 7004b9 that because the creditor mailed the complaint and summons to the debtors attorney and to the address listed in the debtors bankruptcy petition service of process was sufficient even if the debtors were out of the country and did not actually receive notice of the complaint and summons
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: [14th Dist.] 2003, pet. denied). Contracts with Texas Corporations. Appellees contend DENSO Japan’s contracts with Texas Instruments and a company called ACTIS Manufacturing Ltd. support general jurisdiction. Entering into contracts with Texas corporations will not support general jurisdiction when performance under the contract by the nonresident defendant is outside the state. See Coleman, 83 S.W.3d at 808; Moni Pulo Ltd. v. Trutec Oil & Gas, Inc., 130 S.W.3d 170, 175 (Tex.App.-Houston [14th Dist.] 2003, pet. denied) (“[Negotiating and signing a contract in Texas is insufficient if performance takes place elsewhere.”). Even limited performance in the forum state under a contract generally will not support general jurisdiction. See Helicopteros, 466 U.S. at 416, 104 S.Ct. 1868 (<HOLDING>); PHC-Minden, 235 S.W.3d at 171 (holding Options: A. holding that jurisdiction existed over nonresident printing customer despite the fact that texas printer solicited the business in alabama and nonresident sent no personnel to texas because nonresident placed additional orders from which it expected to profit sent payments to texas sent and received printing materials to and from texas paid for shipping of printed goods from texas and sent payments to texas the transactions were governed by texas law and substantial part of performance occurred in texas B. holding that oklahoma law firms receipt and deposit of texas clients payments drawn on a texas bank were fortuitous and thus insufficient to establish personal jurisdiction against firm in texas state court C. holding there was no general jurisdiction when there was no evidence that defendants advertised or promoted their goods or services in texas solicited business in texas sold their goods or services to a texas entity established a general business office or general business presence in texas or targeted texas markets D. holding that where the entity was incorporated in texas and the shareholders reside in texas and the bankruptcy case is pending in texas texas law not arizona law should be applied E. holding there was no general jurisdiction even though defendant sent its chief executive officer to texas for a contract negotiation session accepted into its bank account checks drawn on a bank in texas purchased 4 million of goods and equipment from a company in texas and sent employees to texas for training and technical consultation

assistant: The best answer is E. holding there was no general jurisdiction even though defendant sent its chief executive officer to texas for a contract negotiation session accepted into its bank account checks drawn on a bank in texas purchased 4 million of goods and equipment from a company in texas and sent employees to texas for training and technical consultation
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: you agree to use the netflix service , including all features and functionalities associated therewith , in accordance with all applicable laws , rules and regulations , or other restrictions on use of the service or content therein .

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: Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto prior to 5:30 p.m. Eastern Time on any Business Day, (b) the next Business Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto on a day that is not a Business Day or later than 5:30 p.m. Eastern Time on any Business Day, (c) the second (2nd) Business Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto unless the dispatching party has received a written communication from the receiving party establishing a new address prior to dispatch.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Administrator has the full power and the full responsibility to administer the Plan in all of its details, subject, however, to the requirements of ERISA. The Administrator is the agent for service of legal process for the Plan. In addition to the powers and authorities expressly conferred upon it in the Plan, the Administrator shall have all such powers and authorities as may be necessary to carry out the provisions of the Plan, including the discretionary power and authority to interpret and construe the provisions of the Plan, such interpretation to be final and conclusive on all persons claiming benefits under the Plan; to make benefit determinations; to utilize the correction programs or systems established by the Internal Revenue Service (such as the Employee Plans Compliance and Resolution System) or the Department of Labor; and to resolve any disputes arising under the Plan. The Administrator may, by written instrument, allocate and delegate its fiduciary responsibilities in accordance with ERISA Section 405, including allocation of such responsibilities to an administrative committee formed to administer the Plan.

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

user: The receiving party will not disclose any of the disclosing party's Confidential Information to any employees or to any third parties except to the receiving party's employees, parent company and majority-owned subsidiaries who have a need to know and who agree to abide by nondisclosure terms at least as comprehensive as those set forth herein: provided that the receiving party will be liable for breach by any such entity.

assistant: No
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 employee who is a participant in the Plan and who transfers to a new position not governed by this Plan will be eligible on a pro-rata basis for the applicable period and paid as defined by the Plan. Employees who transfer into the Plan from another plan will be subject to proration as well, and consequently will be eligible to receive an incentive payment based on their participation in this Plan during fiscal year 2016 applying the Proration Factors referred to below. Payments from the Plan are subject to reduction by advances, unearned commission advances, draws or prorations and appropriate withholdings. Any exceptions to the Plan must be in writing and approved by the Compensation Committee.

assistant: Terminations
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: Assignments and Assumptions of Contracts from each Seller in the form of Exhibit E attached hereto and by this reference incorporated herein, assigning by quit-claim any and all rights such Seller has under the Contracts from such Seller to Purchaser on the terms set forth therein and without any representation or warranty of any kind (collectively, the “ Assignments of Contracts ”).

assistant: Assignments