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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: the standard application license terms ( `` salt '' ) at the end of these terms are an agreement between you and the application publisher setting forth the license terms that apply to your use of an application you download through the windows store or the xbox store , unless different license terms are provided with the application .

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: March 5, 2014, the trial court rendered judgment granting the Malta Park Defendants’ and Mr. Schmidt’s peremptory exception of no cause of action, dismissing the IIED claim and dismissing Mr. Schmidt as a defendant. Ms. Sullivan’s appeal of the March 5, 2014 judgment is the subject of a companion appeal, 2014-CA-0478. An opinion in the appeal of the companion case is handed down contemporaneously with the opinion in this case. Sullivan v. Malta Park, 14-0478 (La.App. 4 Cir. 12/10/14), 156 So.3d 751, 2014 WL 6982458. 5 . The jurisprudence has recognized that in defamation cases summary judgment is "particularly useful as a 'procedural to 28, 730 (1997) (statements that plaintiff had "affairs” constituted slander per se); Nazeri v. Missouri Valley College, 860 S.W.2d 303, 312 (Mo.1993) (<HOLDING>); Gorman v. Swaggart, 524 So.2d 915, 921 Options: A. recognizing continued vitality of kassowitz on what is slander per se B. holding that statements that plaintiff had had an extramarital affair were defamatory per se C. holding that statements that insinuated that plaintiff was an adulteress were actionable as slander per se under missouri law D. recognizing that slander per se is actionable without a showing of actual or special damages E. holding that under south carolina law slander is actionable per se where plaintiff is alleged to have committed adultery

assistant: The best answer is C. holding that statements that insinuated that plaintiff was an adulteress were actionable as slander per se under missouri law
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Employee. This Agreement shall be administered and interpreted in a manner consistent with this intent.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: did not lack procedural safeguards because she, like the plaintiffs in the instant case, was covered by an agency regulation which promulgated its own elaborate personnel management regulations. Id. Third, it further stated that Fausto held certain federal employees were foreclosed from obtaining judicial review of personnel actions because Congress, in enacting the CSRA, established a comprehensive remedial scheme which was designed to “balance the legitimate interests of the various categories of federal employees with the needs of sound and efficient administration.” Id. (quoting Fausto, 484 U.S. at 445, 108 S.Ct. at 672). The court concluded that the CSRA provided NAF employees their exclusive remedy for federal employment personnel actions. Id. See also Pérez, supra, 680 F.2d 779 (<HOLDING>). Plaintiffs ask this Court to entertain their Options: A. holding employees not entitled to dismissal pursuant to section 101106f where employees failed to present the trial court with a sufficient record to satisfy their burden B. holding that a contractors employees were not within the scope and course of their employment when they deviated from their work to shoot at squirrels C. holding naf employees were not employees within the appeal provisions of the civil service reform act of 1978 and therefore they were not entitled to appeal their terminations to the mspb D. holding to the effect that a court must consider section 24 fifth in conjunction with the antidiscrimination provisions of the bankruptcy reform act of 1978 as amended which are codified at title 11 of the united states code E. holding that the bankruptcy reform act of 1978 publ no 95598 92 stat 2549 precluded dismissal of cases pending before enactment of the reform act in order to refile under the act

assistant: The best answer is C. holding naf employees were not employees within the appeal provisions of the civil service reform act of 1978 and therefore they were not entitled to appeal their terminations to the mspb
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: questions of law (including interpretation of the Guidelines) and clear-error review of questions of fact,” United States v. Legros, 529 F.3d 470, 474 (2d Cir.2008). Contrary to Garcia’s assertion, the application of a base offense level increase by the district court without jury findings does not violate Apprendi v. New Jersey, 530 U.S. 466, 120 S.Ct. 2348, 147 L.Ed.2d 435 (2000). Judicial factfinding that results in an offense level increase under the Guidelines, which are now advisory, see United States v. Booker, 543 U.S. 220, 125 S.Ct. 738, 160 L.Ed.2d 621 (2005), does not offend a defendant’s Sixth Amendment right to jury trial, as the Guidelines do not alter statutory maximum or minimum penalties. See Alleyne v. United States,—U.S.-, 133 S.Ct. 2151, 2163, 186 L.Ed.2d 314 (2013) (<HOLDING>); see also United States v. Singletary, 458 Options: A. holding that facts that increase mandatory minimum sentences must be submitted to the jury but emphasizing that its ruling does not mean that any fact that influences judicial discretion must be foundby a jury B. holding facts that increase the maximum penalty for a crime must be submitted to a jury and proven beyond a reasonable doubt C. holding that any fact that increases mandatory minimum is element that must be proved beyond reasonable doubt D. holding any fact other than prior conviction that increases statutory mandatory minimum is element of offense that must be submitted to jury and found beyond reasonable doubt E. holding any fact that increases the mandatory minimum is an element that must be submitted to the jury

assistant: The best answer is A. holding that facts that increase mandatory minimum sentences must be submitted to the jury but emphasizing that its ruling does not mean that any fact that influences judicial discretion must be foundby a jury
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of ADI, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against ADI or any of its Subsidiaries or against any of their properties or revenues that (a) could reasonably be expected to affect the legality, validity or enforceability of this Agreement or any other Loan Document, or any of the transactions contemplated hereby, or (b) either individually or in the aggregate would reasonably be expected to have a Material Adverse Effect.

assistant: Litigations
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 contains the entire understanding and agreement among the Parties concerning the subject matter hereof and supersedes in its entirety, as of the Effective Date, any prior agreement (written or oral) between the Executive and the Company with respect to its subject matter.

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: officials to suppress disfavored speech arbitrarily. See FW/PBS v. City of Dallas, 493 U.S. 215, 226-28, 110 S.Ct. 596, 107 L.Ed.2d 603 (1990). However, the procedural safeguards requirement has little relevance to the present case. The doctrine comes into play primarily “when a State undertakes to shield the public from certain kinds of expression it has labelled offensive.” M.I.C. Ltd. v. Bedford Township, 463 U.S. 1341, 1343, 104 S.Ct. 17, 77 L.Ed.2d 1442 (Brennan, Circuit Justice 1983). Few cases invoke the requirement for procedural safeguards unless an explicit censorship scheme — which by definition is not content-neutral — is under attack, and the Supreme Court recently has confirmed that the procedural safeguards doctrine is so limited in scope. See Thomas, 122 S.Ct. at 779-80 (<HOLDING>). To the extent its concerns are not subsumed Options: A. holding that a litigants summary judgment motion does not satisfy the requirement for a motion for jmol at the close of the evidence B. holding that contentneutral regulations need not satisfy freedmans requirement for procedural safeguards C. holding that constitutional claim must be fairly presented to state court in order to satisfy exhaustion requirement D. holding that court may satisfy factual basis requirement by examining presentence report E. holding that charge of money laundering need not satisfy rule 9b

assistant: The best answer is B. holding that contentneutral regulations need not satisfy freedmans requirement for procedural safeguards
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 Loan Modification Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Loan Modification Agreement by telefacsimile or other method of electronic transmission shall have the same force and effect as the delivery of an original executed counterpart of this Loan Modification Agreement. In making proof of this Loan Modification Agreement, it shall not be necessary to produce or account for more than one counterpart thereof signed by each of the parties thereto.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of this appeal.” Id. at 406. Although the panel did not offer any analysis regarding the letter of credit issue, we do not find the holding to be mere obiter dictum where the issue was raised on appeal. 3. OTHER JURISDICTIONS A split of authority exists among other jurisdictions regarding taxation of costs for a letter of credit obtained as security or collateral for an appeal or stay bond. See 5 Am Jur 2d, Appellate Review, § 922, pp 565-566; 20 Am Jur 2d, Costs, § 76, pp 67-69. For the most part, the issue is governed by the applicable statute or court rule and by the particular circumstances of the case. In federal courts, the district courts are afforded discret w such costs. See, e.g., Golf West of Kentucky, Inc v Life Investors, Inc, 178 Cal App 3d 313; 223 Cal Rptr 539 (1986) (<HOLDING>); AgMax, Inc v Countrymark Cooperative, Inc, Options: A. holding that the letter of credit was substantially equivalent to posting a supersedeas bond and the 100 cost was reasonable and probably less than the premium of a surety bond B. holding that the defendants were entitled to recover as costs not only bond premiums but the additional cost to obtain a letter of credit that was required by the surety as collateral before the issuance of bond C. holding that taxable costs included only the premium on a surety bond posted on appeal not the fees paid for letters of credit to secure the bond where the state statute and court rule only specifically allowed for premium on any surety bond D. holding that a performance bond surety was allowed to sue the government based on the doctrine of equitable subrogation E. holding that surety was liable to subcontractor on payment bond because payment bond applied to any claimant who among other things supplied materials that were reasonably required for use in the performance of the subcontract

assistant: The best answer is C. holding that taxable costs included only the premium on a surety bond posted on appeal not the fees paid for letters of credit to secure the bond where the state statute and court rule only specifically allowed for premium on any surety bond
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: conditions at these two delivery locations. This condition was made unlawful by OSHA, a statute that protects the safety of all workers, whether disabled or not. His sole complaint likewise arose under the separate reporting scheme for violations provided in OSHA, which contains its own retaliation provisions that he did not apparently pursue. Marks, moreover, never connected these safety reports to his disability. He, in fact, made the OSHA complaint about Wonderland in the name of his apparently non-disabled driver, Cromer. See Marks Dep. 3 at 236:14-240:17 (describing complaint in general safety terms similar to others he had made), 264:7-16, 273:7-19 (explaining OSHA complaint was made in Cromer’s name); Mot., Exh. 36 (Email from Nancy Ball on Aug. 30, x. 399, 401 (5th Cir. 2008) (<HOLDING>); Brown v. Superior Contract Cleaners, 2011 WL Options: A. holding that an attorneys letters constitute protected conduct under title vii B. holding that a title vii plaintiff could not hold coworkers liable in their individual capacities under title vii C. holding that the exception does not apply to osha inspection cases D. holding report to authorities for violating osha does not qualify as protected activity under title vii E. holding that the plaintiffs reports of his fellow police officers discriminatory treatment of minority citizens was not protected activity under title vii

assistant: The best answer is D. holding report to authorities for violating osha does not qualify as protected activity under title vii
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: sense and meaning, as a ‘gift,’ an allocation or appropriation of something of value, without consideration to a ‘person, association or public or private corporation.’ ” Village of Deming v. Hosdreg Co., 62 N.M. at 28, 303 P.2d at 926-27. The Attorney General of New Mexico has identified two components prohibited by the Anti-Donation Clause: (i) “the state may not make any donation to or in aid of any private corporation;” and (ii) the state is prohibited against “lending or pledging of the state’s or municipality’s credit.” N.M. Attorney General Opinion No. 85-27 at 3,1985 WL 204889 (October 22,1985). New Mexico courts, and the New Mexico Attorney General’s Office, have generally, in analyzing the state’s Anti-Donation Clause, scrutinized contracts for consideration. 314 P.2d at 720 (<HOLDING>); Hutcheson v. Atherton, 44 N.M. at 144, 99 Options: A. holding that legislative diminishment of tax obligation constituted an unconstitutional subsidy to the liquor industry in violation of the antidonation clause B. holding an action for postpetition breach of an agreement to purchase property to be a core proceeding C. holding that an appropriation to pay states share of emergency feed certificates issued to livestock owners for the purchase of hay was an unconstitutional subsidy of the livestock industry D. holding husbands early retirement subsidy was not marital property as a vested right but an option contingent upon his continued employment and eventual qualification for the subsidy in nine years based upon value of the pension frozen at the time of dissolution E. holding that an award of back pay is an issue for the court

assistant: The best answer is C. holding that an appropriation to pay states share of emergency feed certificates issued to livestock owners for the purchase of hay was an unconstitutional subsidy of the livestock industry
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 date hereof, the authorized capital stock of the Company is set forth in the SEC Documents. Except as disclosed in the SEC Documents, (i) no shares of the Company’s capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company, (ii) there are no outstanding debt securities, (iii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional shares of capital stock of the Company or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company, (iv) there are no agreements or arrangements under which the Company is obligated to register the sale of any of their securities under the Securities Act, (v) there are no outstanding securities or instruments of the Company which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company is or may become bound to redeem a security of the Company, (vi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities as described in this Agreement and (vii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. The Company has furnished to the Investor true and correct copies of the Company’s Amended and Restated Certificate of Incorporation, as in effect on the date hereof (the “ Certificate of Incorporation ”), and the Company’s Bylaws, as in effect on the date hereof (the “ Bylaws ”).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to Section 4(d) and 8(e) of the Plan, if the Committee determines that any recapitalization, forward or reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, exchange of stock, stock or cash dividend, other distribution, liquidation, dissolution or other similar corporate transaction or event affects the Stock such that an adjustment is appropriate in order to prevent dilution or enlargement of the rights of Participants, then the Committee shall, in such manner as it may deem equitable, adjust any or all of the certain specified terms of any Award Agreement. These adjustments may include, among other adjustments, adjustments to the number and kind of shares of stock relating to an Award Agreement (or, if deemed appropriate, the Committee may make provisions for a cash payment with respect to an Award Agreement). In addition, the Committee is authorized to make adjustments in the terms and conditions of, and the criteria of any grant or award under, the Plan (including, without limitation, cancellation of outstanding awards or substitution of awards using stock of a successor or other entity) in recognition of unusual or nonrecurring events (including, among other matters, events constituting a Change in Control) affecting the Company or any subsidiary of the Company or the financial statements of the Company or any of its subsidiaries, or in response to changes in applicable laws, regulations or accounting principles.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: court must use the filing date of March 24, 2005, in its calculations. 2 . The number of days between November 19, 2001, and September 20, 2002, is actually 306 days when including September 20, 2002, in the calculation. 3 . The Fifth Circuit has considered 28 U.S.C. 04) (stating that the petitioner could have learned of his counsel’s potential conflict of interest with the exercise of due diligence given that his lawyer’s affiliation with the assistant district attorney was widely known in the small legal community); Easterwood v. Champion, 213 F.3d 1321, 1323 (10th Cir.2000) (stating that a prisoner does not fail to act with due diligence when he does not learn of a new case until it is accessible in the prison law library); Downes v. Carroll, 348 F.Supp.2d 296, 301 (D.Del.2004) (<HOLDING>); Small v. Miller, No. 03 Civ.240 DC, 2003 WL Options: A. holding that a prisoner had failed to demonstrate diligence for purposes of equitable tolling for the same reason that he had failed to show diligence to invoke the statute of limitations under 2255f4 where he had waited several years before pursuing expungement of his disciplinary actions B. holding that the district court did not err in continuing the trial without defendant when the trial had commenced in defendants presence he vigorously expressed his desire to be absent he was given ample opportunity to change his mind despite the disturbance he had created he had competent counsel and he knew of his right to be present C. holding that the petitioner could have learned of the factual predicate for his claims before the date of the affidavits in question if he had exercised reasonable diligence given that he was able to obtain the affidavits without any problems while in prison D. holding that the plaintiffs assertion that he neither knew nor in the exercise of reasonable diligence could have known about the governments possible liability for his injury was irrelevant to accrual of his ftca claim E. holding that the state courts determination that the petitioner could not show prejudice because he did not allege that the witness was available to testify was a reasonable application of federal law to the facts of the case

assistant: The best answer is C. holding that the petitioner could have learned of the factual predicate for his claims before the date of the affidavits in question if he had exercised reasonable diligence given that he was able to obtain the affidavits without any problems while in prison
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: claims against her employer for violations of the Equal Pay Act and Age Discrimination in Employment Act were barred by the doctrine of res judicata when the plaintiff had previously brought suit against the employer for unpaid overtime compensation under the FLSA). The Court finds that Mr. Viciedo’s claims do not arise from the same transaction or occurrence that was the subject of the prior state court action. The Court recognizes that the Tenth Circuit in Clark adopted a rule that claims stemming from the plaintiffs employment relationship with the defendant are claims arising from the same transaction or occurrence. Clark, 953 F.2d at 1239. Even the Tenth Circuit, however, has narrowed the scope of that rule. See Mitchell v. City of Moore, 218 F.3d 1190, 1202 (10th Cir.2000) (<HOLDING>). Furthermore, it appeal's that no equivalent Options: A. holding that the plaintiffs claims were barred by res judicata when the federal courts judgment was finalized by denial of his petition for certiorari B. holding additional parties in second suit do not prevent the application of res judicata based on the first suit C. holding second action barred by res judicata because plaintiff asserted identical claims and jurisdictional grounds as the first action D. holding that the plaintiffs due process claims were completely barred by res judicata because the underlying factual predicate for each of these claims is substantially identical to the allegations presented in state court E. holding that when claims regarding the employment relationship arise after the plaintiffs first case is initiated the second case is not barred by res judicata

assistant: The best answer is E. holding that when claims regarding the employment relationship arise after the plaintiffs first case is initiated the second case is not barred by res judicata
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: record is silent; there is no indication in the record that Fakeye was actually informed that a guilty plea could result in “deportation, the exclusion from admission to this country, or the denial of naturalization under federal law,” nor are there facts in the record that suggest that Fakeye knew the consequences of his plea. See Tex.Code CRiM. ProC. Ann. art 26.13(a)(4). However, the record does contain some evidence that Fakeye was not a United States citizen: (1) a motion in limine requested that there be no mention of “defendant’s immigration status in this country,” which was discussed at the hearing wherein Fakeye, age eighteen, pleaded guilty, (2) State’s exhibit twenty-two 62265, at *2 (Tex. App.-Fort Worth Feb.26, 2004, pet. refd) (not designated for publication) (mem.op.) (<HOLDING>). We sustain Fakeye’s sole issue. IV. Options: A. holding that a limited liability company is a citizen of any state of which a member of the company is a citizen B. holding that the plaintiffs speech was not constitutionally protected because it was made in his official capacity and there was simply no evidence that he was speaking as a citizen on a matter of public concern C. holding that citizen did not have standing where there was no showing of a procedural irregularity D. holding that appellant was not harmed where defendant never asserted that he was not a us citizen and no evidence in the record suggested he was not a us citizen E. holding that police may approach citizen and ask that he roll down the window as long as the officers do not detain the citizen or create the impression that the citizen may not leave

assistant: The best answer is D. holding that appellant was not harmed where defendant never asserted that he was not a us citizen and no evidence in the record suggested he was not a us citizen
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to the provisions of Section 2.08(b), (i) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period from the applicable borrowing date at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate; and (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate. To the extent that any calculation of interest or any fee required to be paid under this Agreement shall be based on (or result in) a rate that is less than zero, such rate shall be deemed zero for purposes of this Agreement.

assistant: Interests
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: not provide an adequate basis for punishing Hale and McRee’s activity. In addition, the majority’s recognition that the government could arguably have prosecuted Hale and McRee under 18 U.S.C. § 2232 does little more than acknowledge that Hale and McRee were engaged in prosecutable .activity. Section 2232 prohibits a person from destroying or removing property in order to prevent seizure. The majority’s assertion, however, that the government chose to prosecute Hale and McRee under the wrong statute misapprehends the discretionary nature of criminal prosecution under the Code. The mere existence of a basis for prosecution under one section of the Code does not preclude prosecution under a different section, if applicable. See United States v. Perez, 707 F.2d 359, 362 (8th Cir.1983) (<HOLDING>); United States v. Spear, 734 F.2d 1, 2 (8th Options: A. recognizing that the government did not err in charging a defendant with violation of section 641 even though either section 641 or section 2233 of title 18 could have formed the basis for prosecution B. holding that a party waives an argument that it raises in the background section of its brief but not in the argument section C. holding that the invalidity of a provision for a de novo trial in superior court in the appeal section of an act did not affect the validity of the remainder of the appeal section D. holding that section 311034 does not make section 890041 jurisdictional E. holding that section 4a12 is a broadly applicable section of the guidelines

assistant: The best answer is A. recognizing that the government did not err in charging a defendant with violation of section 641 even though either section 641 or section 2233 of title 18 could have formed the basis for prosecution
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 has not issued any capital stock since its most recently filed SEC Report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act, except as disclosed in the most recently filed SEC Report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Shares or payment of the contractor invoices in whole or in part in Shares in the ordinary course of business, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. The issuance and sale of the Shares will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

assistant: Capitalization
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: existed as to the value of his claim, and that he therefore presented sufficient evidence to survive a motion for summary judgment. Under Oklahoma law, an insurer can be held liable for bad faith “only where there is a clear showing that the insurer unreasonably, and in bad faith, withholds payment of the claim of its insured.” Christian v. American Home Assur. Co., 577 P.2d 899, 905 (Okla.1977). Moreover, the Supreme Court of Oklahoma has held that “bad faith cannot exist if an insurer’s conduct was reasonable under the circumstances.” Barnes v. Okla. Farm Bureau Mut. Ins. Co., 11 P.3d 162, 170-171 (Okla. 2000). This duty to act reasonably extends to the manner in which an insurer investigates an insured’s claim. Buzzard v. Farmers Ins. Co., Inc., 824 P.2d 1105, 1109 (Okla.1991) (<HOLDING>). For the following reasons we hold that Options: A. holding that there is no constitutional duty to do a better investigation and that a decision not to conduct a more thorough investigation does not invade an accuseds rights B. holding that an insurer has a duty to conduct an investigation reasonably appropriate under the circumstances C. holding that police officers have a duty to conduct an investigation into the basis of the witness report D. holding that a claim against an insurer for vexatious refusal to pay cannot be maintained where the court finds that the insurer has no duty to defend under the policy E. holding that the insurer is allowed to continue its investigation beyond the time that payment is due under the policy if reasonably necessary

assistant: The best answer is B. holding that an insurer has a duty to conduct an investigation reasonably appropriate under the circumstances
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: provides evidence of diminished market value. Even taking into account “East Texas vernacular,” as the court of appeals did, William Justiss’s testimony is speculative. He never stated his familiarity with market values, and his passing reference to “what the price of land is bringing” is not enough. His testimony provides only his guess as to his property’s diminu- • tion in value, and such speculation will not support a judg cussed a 2001 sale of nearby property, that reflects only their property’s value after the nuisance, not how much the value had changed — á necessary element of permanent nuisance damages. We conclude that the landowners’ bare conclusions provide no evidence of the damage caused by the nuisance. See City of San Antonio v. Pollock, 284 S.W.3d 809, 816 (Tex.2009) (<HOLDING>). Joe Donald Mashburn provided the most detail, Options: A. holding that bare psychiatric expert opinion of potential danger to others insufficient to support commitment B. holding that a complaints bare assertions alone were insufficient for certification C. holding that the nonmoving party may not defeat a summary judgment motion by standing on the bare allegations in the pleadings D. holding that bare baseless opinions will not support a judgment E. holding bare allegation of social friendship insufficient

assistant: The best answer is D. holding that bare baseless opinions will not support a judgment
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: was a “misunderstanding” or “mistake” and that appellant did not intend to engage in the charged offense. See id. at 642; see also Gaytan v. State, 331 S.W.3d 218, 227 (Tex.App.—Austin 2011, pet. ref'd) (“[B]ecause the [extraneous offense] testimony was remarkably similar to [the complainant’s], the trial court could have reasonably found that its inherent probative force was significantly bolstered.”). A claim that an extraneous offense is relevant to show a signature crime is often a shorthand way of saying it is relevant to show the identity of the perpetrator of the charged offense, his modus operandi, or the absence of a mistake or accident. Abshire v. State, 62 S.W.3d 857, 866 (Tex.App,—Texarkana 2001, pet. ref'd) (citing Taylor v. State, 920 S.W.2d 319, 322 (Tex.Crim.App.1996) (<HOLDING>), and Owens v. State, 827 S.W.2d 911, 915-16 Options: A. holding that counsel was not ineffective in failing to request a charge on the lesserincluded offense when the evidence showed either the commission of the completed offense as charged or the commission of no offense such that the defendant was not entitled to a charge on the lesser offense B. holding that extrinsic offense evidence was admissible to prove intent where the prosecutor stated that she anticipated the defendant would deny his intent to be involved in the charged offense and defense counsel did not even mention that he would refrain from contesting the intent issue C. holding extraneous acts relevant to show intent in charged offense D. holding evidence of virtually identical offense was relevant to show intent among other things in trial of charged offense E. holding that one company was the alter ego of another where among other things the ownership of both entities has been held out to third parties as identical with an identical place of business

assistant: The best answer is D. holding evidence of virtually identical offense was relevant to show intent among other things in trial of charged offense
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: 2. Each Recipient Party with respect to Confidential Information received by it hereunder shall: B. Not use such Confidential Information for any purpose except as is necessary for the Evaluation referenced above or as otherwise authorized in writing by the Disclosing Party of such information in advance.

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 case excerpt and choose the best holding from the options. Case excerpt: you are going to be a victim, then you better make sure it happens in a crowd,” and “you better make sure it happens for a long time” (emphasis added), had the effect of personalizing the argument by placing the jury members in the victim’s place. Closing argument that personalizes has been repeatedly criticized. Although we do not approve of the argument, it is not reversible error. State v. Norton, 949 S.W.2d 672, 677 (Mo.App.1997). The argument did not have a decisive effect on the verdict. The victim made a positive identification and the defendant was apprehended with the victim’s vehicle two days following the commission of the crime with the victim’s knife on his person. There was substantial evidence of the defendant’s guilt. State v. Baller, 949 S.W.2d 269, 273 (Mo.App.1997)(<HOLDING>). There is no manifest injustice. Point denied. Options: A. holding that the complained of statements may be improper personalizations but plain error does not embrace all errors and defendant has not demonstrated manifest injustice B. holding that cumulative effect of multiple errors worked to deprive defendant of fair trial although some errors standing alone would be subject to plain error review and others might be harmless C. holding that errors not rising to level of plain error are to be considered in assessing cumulative error D. recognizing that four reasons for granting a rule 59e motion are manifest errors of law or fact newly discovered or previously unavailable evidence manifest injustice and an intervening change in controlling law E. holding counsel cannot be ineffective based on errors that the appellate court determined on direct appeal were not errors plain or otherwise

assistant: The best answer is A. holding that the complained of statements may be improper personalizations but plain error does not embrace all errors and defendant has not demonstrated manifest injustice
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: limitations of the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (“IIRIRA”), we held that although the IJ conducted petitioners’ hearing in the absence of counsel, and although petitioners argued in a petition to us that they were not given an opportunity to present their case, 8 U.S.C. § 1252(d)(1) serves as a jurisdictional bar that “mandates exhaustion and therefore generally bars us, for lack of subject-matter jurisdiction, from reaching the merits of a legal claim not presented in administrative proceedings below.” Our sister circuits have likewise held that any alleged due process error correctable by the BIA is not reviewable on appeal if remedies were not exhausted in the agency’s tribunal. See, e.g., Bernal-Vallejo v. INS, 195 F.3d 56, 64 (1st Cir.1999) (<HOLDING>) (internal citation omitted); United States v. Options: A. holding that we will not review an issue or claim that was not presented to the bia in the petitioners notice of appeal or brief to the bia even if the bia considered the issue or claim sua sponte B. holding that the bia rule is reasonable C. holding that the bia could have addressed petitioners ineffective assistance of counsel claim and that while tjhere are some claims of denial of due process or deprivation of constitutional rights that are exempt from the exhaustion requirement because the bia has no power to address themthis case is not one of them D. recognizing a constitutional claim for ineffective assistance of counsel E. holding that the petitioners failure to raise his ineffective assistance of counsel claim before the bia deprived the district court of jurisdiction to hear the issue

assistant: The best answer is C. holding that the bia could have addressed petitioners ineffective assistance of counsel claim and that while tjhere are some claims of denial of due process or deprivation of constitutional rights that are exempt from the exhaustion requirement because the bia has no power to address themthis case is not one of them
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: appropriate and necessary, in its judgment, based on the seriousness of the issue;” “[s]erious performance management measures may be taken without exhausting less serious measures depending on the circumstances;” and the County “may terminate an employee immediately for any reason, without performance counseling”). Because the Manual clearly and explicitly states that Defendants need not proceed through all of the steps of performance counseling and may proceed directly to termination, there is no genuine issue of material fact that procedural requirements were not met with respect to Plaintiffs termination. Accordingly, Plaintiffs claim of promissory estoppel based on Defendants’ failure to follow the Manual’s guidelines fails as a matter of law. See Sample, 2012 WL 1247223, at *12 (<HOLDING>). C. Section 1983 Claims Plaintiff brings three Options: A. holding that a promissory estoppel claim failed where the plaintiff provided no evidence that the employer defendant did not follow the employment manuals requirements B. holding that the plaintiff failed to allege breach of a valid and enforceable contract but stated a claim for promissory estoppel C. holding that unenforceable promises cannot form the basis for a claim of promissory estoppel D. holding that the absence of a binding agreement does not defeat a promissory estoppel claim E. holding that promissory estoppel is applicable only in the absence of an enforceable contract

assistant: The best answer is A. holding that a promissory estoppel claim failed where the plaintiff provided no evidence that the employer defendant did not follow the employment manuals requirements
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: Purchaser and Seller jointly and severally agree to (i) assume all obligations imposed now or hereafter by any applicable tax law or regulation with respect to payments or performance under this Agreement, (ii) request the Escrow Agent in writing with respect to withholding and other taxes, assessments or other governmental charges, and advise Escrow Agent in writing with respect to any certifications and governmental reporting that may be required under any applicable laws or regulations, and (iii) indemnify and hold the Escrow Agent harmless pursuant to Section 11 hereof from any liability or obligation on account of taxes, assessments, additions for late payment, interest, penalties, expenses and other governmental charges that may be assessed or asserted against Escrow Agent.

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: Upon the occurrence of a Default, Landlord, at its option, without further notice or demand to Tenant, shall have in addition to all other rights and remedies provided in this Lease, at law or in equity, the option to pursue any one or more of the following remedies, each and all of which shall be cumulative and nonexclusive, without any notice or demand whatsoever.

assistant: Remedies