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

user: Read the legal provision and list the applicable contract clause categories. Provision: During the Employment Period, the Company will purchase and maintain, at its own expense, directors’ and officers’ liability insurance providing coverage to Employee on terms equivalent to those provided to other executive officers. Further, during the Employment Period, Employee shall receive indemnification pursuant to and in accordance with the terms of an indemnification agreement that is substantially similar to that entered into between the Company and senior executives of the Company.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: No. 107-204, 116 Stat. 745 (2002). 142 . See 15 U.S.C. § 7241(a)(4). 143 . See Compl. ¶¶ 75-78. 144 . Id. ¶ 78. 145 . See Caiola, 295 F.3d at 331. 146 . Compl. ¶ 78. 147 . Id. 148 . See id. 149 . See id. V 8. 150 . See id. ¶¶ 131-132. 151 . Novak, 216 F.3d at 309 (quotations omitted). 152 . See Compl. ¶¶ 133-137. 153 . See id. ¶¶ 6, 44, 48-49, 54-56, 62, 108. 154 . In re Scottish Re Group, 524 F.Supp.2d at 392 (quotations omitted). 155 . See Tellabs, 127 S.Ct. at 2511. 156 . See Compl. ¶¶ 8, 130. 157 . See Kalnit, 264 F.3d at 139 (“Motives that are generally possessed by most corporate directors and officers do not suffice; instead, plaintiffs must assert a concrete and personal benefit to the individual defendants resulting from the fraud.”). See also Chemical Bank, 726 F.2d at 939 (<HOLDING>). 158 . See Compl ¶¶ 8, 130. 159 . See In re Options: A. holding that a private plaintiff is not entitled to maintain an aiding and abetting action under 10b or rule 10b 5 B. holding that a claim arises from the purchase or sale of a security only if there is an allegation of fraud in the purchase sale or issuance of the instrument C. holding that section 10b violation occurs on date of alleged misrepresentation not the date of the sale or purchase of securities D. holding that a pledge is a sale and purchase of a security under 10b E. holding that the wording of 10b making fraud in connection with purchase or sale of security a violation of the act is surely badly strained when construed to provide a cause of action not to purchasers or sellers of securities but to the world at large

assistant: The best answer is D. holding that a pledge is a sale and purchase of a security under 10b
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 Agreement Date, Part I of Schedule 7.1.(f) is a complete and correct listing of all real estate assets of the Parent, the Borrower, each other Loan Party and each other Subsidiary, setting forth, for each such Property, the average occupancy status of such Property for the period of twelve consecutive calendar fiscal months ending December 31, 2016. Each of the Parent, the Borrower, each other Loan Party and each other Subsidiary has good, marketable and legal title to, or a valid leasehold interest in, its respective assets (other than Permitted Liens and Liens on assets of an Excluded Subsidiary securing the Indebtedness which causes such Subsidiary to be an Excluded Subsidiary). As of the Agreement Date, there are no Liens against any assets of the Parent, the Borrower or any other Subsidiary except for Permitted Liens and Liens on assets of an Excluded Subsidiary securing the Indebtedness which causes such Subsidiary to be an Excluded Subsidiary.

assistant: Liens
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: that the seizure was based on reasonable suspicion of criminal activity. 1 . The Fourth Amendment applies to the States through the Fourteenth Amendment. Mapp v. Ohio, 367 U.S. 643, 655, 81 S.Ct. 1684, 6 L.Ed.2d 1081 (1961). 2 . Justice Clark acknowledges that repeating this inaccurate premise in dicta in Day was also error. 3 . This observation is hardly unique to Williams. See, e.g., Donaldson, 380 S.W.3d at 92 ("[I]n the context of traffic stops, the protections afforded by article I, section 7 of the Tennessee Constitution [are] coextensive with the protections afforded by the Fourth Amendment.”); Binette, 33 S.W.3d at 218; Vineyard, 958 S.W.2d at 733; Sneed, 221 Tenn. at 13, 423 S.W.2d at 860. 4 . See State v. Walters, 1997-NMCA-013, ¶ 22, 123 N.M. 88, 934 P.2d 282, 288 (1996) (<HOLDING>). 5 . See People v. Dittmar, 352 Ill.Dec. 403, Options: A. holding flashing police lights convey message that car occupants not free to leave B. holding that the driver of a car who had permission to use the car had standing to challenge its search C. recognizing that emergency lights convey a signal that an officer approaching a car at night presents no threat to the occupant of the car D. holding that there was reasonable suspicion to stop an occupant of a parked car based on his presence late at night in an area known for drug activity his leaning over the car console with a faint light and his attempt to hide something upon seeing a police officer E. holding that each occupant of a car has a right to challenge the propriety of a traffic stop under the fourth amendment

assistant: The best answer is C. recognizing that emergency lights convey a signal that an officer approaching a car at night presents no threat to the occupant of the car
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: You hereby consent and agree that state courts located in Dallas, Texas and the United States District Court for the Northern District of Texas each shall have personal jurisdiction and proper venue with respect to any dispute between you and the Company arising in connection with the Performance Share Units or this Agreement. In any dispute with the Company, you will not raise, and you hereby expressly waive, any objection or defense to any such jurisdiction as an inconvenient forum.

assistant: Venues
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: defendants. The sanctions were not related to Horizon’s ultimate success on its claim for breach of fiduciary duty against Saul.” Id. at 105 (citation omitted). Acadia raises a number of new issues in its briefing before this Court. For example, Acadia contends that the trial court’s sanctions order failed to specify the grounds for the sanctions. It also seems to assert that the new judge was not bound by the earlier, now-retired judge’s factual findings relating to Saul’s discovery misconduct and that the new judge failed to expressly rule on Saul’s post-trial motion for reconsideration. We hold that Acadia waived these issues by not raising them in the court of appeals. Tex. R. App, P. 53.2(f), 55.2; see also Specialty Retailers, Inc. v. DeMoranville, 933 S.W.2d 490, 493 (Tex. 1996) (<HOLDING>). As to the issue Acadia did preserve for Options: A. holding that matters not raised in an appellants briefing in the court of appeals are waived B. holding that arguments not raised in district court are waived C. holding that arguments not raised before the trial court are waived D. holding that claims not raised in an appellants initial brief to our court are waived E. holding an issue not raised in the bankruptcy court was waived on appeal

assistant: The best answer is A. holding that matters not raised in an appellants briefing in the court of appeals are waived
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: counsel’s contemplated course of action on his behalf. However satisfactory telephonic appearance and written correspondence may be in other proceedings, or where one’s client it not mute, it is beyond peradventure that petitioner’s counsel here was precluded from representing his client in any meaningful sense of the term. While longer continuances might have solved the preparation problem here, the short continuances granted by the IJ were categorically insufficient. As the Supreme Court has emphasized, “a myopic insistence upon expeditiousness in the face of a justifiable request for delay can render the right to defend with counsel an empty formality .... ” Ungar v. Sarafite, 376 U.S. 575, 589, 84 S.Ct. 841, 849-50, 11 L.Ed.2d 921 (1964), quoted in Rios-Berrios, 776 F.2d at 862 (<HOLDING>); see also Baires, 856 F.2d at 91 (noting that Options: A. holding denial of continuance to be an abuse of discretion B. holding that while reviewing courts usually defer to discretion of trial judge in granting or denying a continuance grant of two short continuances where alien requested time to find a lawyer is an abuse of discretion C. holding that the decision whether to grant a continuance lies in the sound discretion of the trial court and will not be disturbed absent an abuse of discretion D. holding failure to exercise discretion is abuse of discretion E. holding that the decision whether to grant a continuance lies in the sound discretion of the trial court and will not bedisturbed absent an abuse of discretion

assistant: The best answer is B. holding that while reviewing courts usually defer to discretion of trial judge in granting or denying a continuance grant of two short continuances where alien requested time to find a lawyer is an abuse of discretion
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Set forth on Schedule 4.7 is an accurate description of all of the Borrower’s and its Restricted Subsidiaries’ pending litigation existing on the Effective Date which could reasonably be expected to cause a Material Adverse Change. There is no pending or, to the knowledge of the Borrower, threatened action, proceeding, or investigation affecting the Borrower or any of its Restricted Subsidiaries before any court, Governmental Authority or arbitrator, which (a) could reasonably be expected to cause a Material Adverse Change, except as set forth on Schedule 4.7 , or (b) purports to affect the legality, validity, binding effect, or enforceability of this Agreement, any Note, or any other Credit Document.

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 case excerpt and choose the best holding from the options. Case excerpt: charged the following: “Name calling, insults and profanity, absent the showing of special damages is not slander.” The trial judge seemed troubled by the broad statement of law offered by defense counsel. The judge did not believe he could give the charge as proposed without some quote or further explanation. The judge was correct, and it would have been an incorrect statement of the law to have charged the jury that insults or profanity cannot be defamatory, as extrinsic facts may be proven to show the defamatory nature of the remarks. We find the charge as a whole was proper, and note that the judge did not preclude the defense from arguing that the alleged defamatory statements were mere insults or name-calling. Keaton v. Greenville Hosp. Sys., 334 S.C. 488, 514 S.E.2d 570 (1999) (<HOLDING>). Accordingly, we find no error in the trial Options: A. holding jury charge is proper if as a whole it is free from error and reflects the current and correct law of south carolina B. holding that sufficiency of the evidence is measured against a hypothetically correct jury charge C. holding error in calculation of amount due on accelerated note secured by deed of trust does not require reversal of cause appellate court may correct judgment D. holding that the constitutional guarantee of a right to trial by jury includes the right to a complete and correct charge of the law so that each issue of fact raised by the evidence will be submitted to the jury on proper instructions E. holding a jury charge which is substantially correct and covers the law does not require reversal

assistant: The best answer is E. holding a jury charge which is substantially correct and covers the law does not require reversal
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: records should be treated as testimonial. A reliability-based approach to public records is harmonious with both the purpose of the Confrontation Clause right and the modern realities associated with proving the content of routinely maintained motor vehicle records. C. Conclusion [¶ 26] We thus conclude that our decision in Tayman remains valid precedent and should control our decision in this case. As in Tayman, the Secretary of State’s certificate authenticated and summarized routine motor vehicle records that were not primarily maintained for use as evidence in criminal prosecutions. Further, the certificat 41-42 (1st Cir.2006) (concluding that warrants of deportation were nontestimonial hearsay); see also United States v. Ballesteros-Selinger, 454 F.3d 973, 975 (9th Cir.2006) (<HOLDING>); United States v. Valdez-Maltos, 443 F.3d 910, Options: A. holding that a deportation proceeding commenced after an order to show cause issued B. holding that a warrant issued by a judge lacking authority violated defendants fourth amendment rights C. holding part performance of an oral agreement necessary to take the oral agreement out of the statute of frauds must be consistent only with the existence of the alleged oral contract D. holding that a memorandum of oral decision issued by an immigration judge at a deportation hearing was nontestimonial E. holding that an order or judgment issued by a disqualified judge is void but not because the court lacked jurisdiction

assistant: The best answer is D. holding that a memorandum of oral decision issued by an immigration judge at a deportation hearing was nontestimonial
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 an Event of Default hereunder (unless such Event of Default has been cured by Maker or waived by Payee), Payee may, at its option, exercise any and all rights and remedies available to it under applicable law, including, without limitation, the right to collect from Maker all sums due under this Note.

assistant: Remedies
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: their own courts,’ even when the controversy is governed by substantive federal law.... [H]owever, where state courts entertain a federally created cause of action, the ‘federal right cannot be defeated by the forms of local practice.’ ” Rosenthal, 926 P.2d at 1069. See also Collins v. Prudential Ins. Co., 752 So.2d 825, 828-30 (La.2000) (stating that “provisions of § 16 of the FAA governing the timing of appeals are procedural in nature and ... states are free to follow their own procedural rules regarding appeals, unless those rules undermine the goals and principles of the FAA,” but holding that under Louisiana law no right to an immediate appeal of an order compelling arbitration existed); Atlantic Painting & Contracting Inc. v. Nashville Bridge Co., 670 S.W.2d 841, 846 (Ky.1984) (<HOLDING>); Weston Sec. Corp. v. Aykanian, 46 Options: A. holding that the party seeking to vacate the award has the burden of providing the court with the evidence to support its arguments B. holding that under the faa 10a arbitration panels refusal to continue hearings to allow witness to testify the only witness with evidence of fraud not found from other sources was fundamental unfairness and misconduct sufficient to vacate the award C. holding in the analogous context of a motion to vacate an arbitration award under 9 usc 12 that pjlaintiffs were required to serve notice through the united states marshal and that because the notice requirement expressly addresses the manner of serving notice of motion to vacate the federal rules of procedure relating to service are inapplicable D. holding that the three month limitation of faa 12 on a motion to vacate an award did not apply to a state court motion to vacate because the procedural aspects of the faa are confined to federal cases E. holding section 10 of faa is procedural and does not preempt state common law

assistant: The best answer is D. holding that the three month limitation of faa 12 on a motion to vacate an award did not apply to a state court motion to vacate because the procedural aspects of the faa are confined to federal cases
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: (a) Withholding of Taxes; Gross-Up . Each payment by or on behalf of any Loan Party under any Loan Document shall be made without withholding for any Taxes, unless such withholding is required by any law. If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to withhold Taxes, then such Withholding Agent may so withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by such Loan Party shall be increased as necessary so that, net of such withholding (including such withholding applicable to additional amounts payable under this Section), the applicable Recipient receives the amount it would have received had no such withholding been made.

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 legal provision and list the applicable contract clause categories. Provision: Whenever possible, each provision of this Guaranty shall be interpreted in such a manner to be effective and valid under applicable law, but if any provision of this Guaranty shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidity, without invalidating the remainder of such provision or the remaining provisions of this Guaranty.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The proceeds of the Revolving Loans will be used only to refinance existing Indebtedness and to finance the working capital needs, and for general corporate purposes (including Restricted Payments and Permitted Acquisitions as permitted hereunder), of the Company and its Subsidiaries; provided that, notwithstanding the foregoing, (i) not more than $15,000,000 of the Revolving Loans made on the Effective Date may be used to finance the Transaction Costs and (ii) no proceeds from Revolving Loans or Swingline Loans may be used to purchase any Loans. The proceeds of the Tranche B Term Loans will be used only to finance the PCB Acquisition and to pay Transaction Costs. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X. No Borrower will request any Borrowing or Letter of Credit, and no Borrower shall use, and the Company shall ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, business or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States or in a European Union member state or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as may have otherwise been disclosed in the Form 10-Ks or the Form 10-Qs, the books and records of the Company and the Subsidiaries accurately reflect in all material respects the information relating to the business of the Company and the Subsidiaries, the location and collection of their assets, and the nature of all transactions giving rise to the obligations or accounts receivable of the Company, or the Subsidiaries. Except as disclosed in the Company’s Commission Documents or on Schedule 2.1(r) , the Company and the Subsidiaries maintain a system of internal accounting controls sufficient, in the judgment of the Company, to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate actions are taken with respect to any differences.

assistant: Books
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: With the exception of a reverse merger transaction, the Company will not sell or otherwise dispose of (or permit any subsidiary to sell or otherwise dispose of) a material portion of its property or assets in one or more transactions for so long as any of the Notes remain outstanding.

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 legal provision and list the applicable contract clause categories. Provision: Any notice or communication to the Company concerning the Performance Stock Units must be in writing and delivered in person, or by U.S. mail, to the following address (or another address specified by the Company): Bed Bath & Beyond Inc., Finance Department – Stock Administration, 650 Liberty Avenue, Union, New Jersey 07083 .

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 Borrower will promptly furnish, or cause to be furnished, to the Administrative Agent, notice of: (a) the occurrence of any (i) Default or (ii) Event of Default hereunder; (b) the institution of any litigation or proceeding involving it or a Restricted Subsidiary that has had or is reasonably expected to have a Material Adverse Effect (whether or not the claim asserted therein is considered to be covered by insurance); and (c) any adverse change in the Designated Rating publicly announced by a Rating Agency. Each notice delivered under this Section 5.2 shall be accompanied by a statement of a Financial Officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

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 capitalization of the Company as of the date of this Agreement is as set forth as follows: (i) 12,354,546 share of Common Stock outstanding; (ii) 100,000 shares of Series B Preferred Stock outstanding; (iii) 455,007 shares of Series C Preferred Stock outstanding; (iv) 378,776 shares of Series D Preferred Stock outstanding; (v) 10,000 shares of Series E Preferred Stock outstanding; (vi) outstanding options to purchase 2,716,000 shares of Common Stock; (vii) outstanding warrants to purchase 7,171,162 shares of Common Stock; and (viii) 1,320,000 shares of Common Stock that may be issued under convertible notes. 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. Other than the Series B Preferred Stock, 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. 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 the Board of Directors or others is required for the issuance and sale of the Shares. 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: an explosive in terms of its primary or common purpose, we hold that the Government need not show that a device is actually able to explode to prove that a defendant knowingly possessed an explosive under § 842(i)(l); it need only prove that the defendant knew he possessed dynamite or other chemical compound, mixture, or device that was primarily designed to function by explosion. Finally, Mr. Markey argues that because he believed in good faith that the dynamite could not explode, he should be exonerated. This contention appears to be one of ignorance of the law — “I thought the law applied differently than it does.” See United States v. Capps, 77 F.3d 350, 353 (10th Cir.1996). This type of argument is “easily rejected.” See United States v. Reed, 114 F.3d 1053, 1057 (10th Cir.1997) (<HOLDING>). Accordingly, evidence concerning Mr. Markey’s Options: A. holding that a claim is not moot where there is a viable damages claim B. holding that a good faith belief that a firearm is inoperable is not a viable defense to 18 usc 922g C. holding that good faith is a defense to the willful filing of false statements under 18 usc 1001 D. holding for the purposes of 18 usc 924e that being a felon in possession of a firearm is not a violent felony as defined in 18 usc 924e2b E. holding that the test for good faith is the actual belief of the party and not the reasonableness of that belief

assistant: The best answer is B. holding that a good faith belief that a firearm is inoperable is not a viable defense to 18 usc 922g
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 the requisite power and authority to enter into and perform its obligations under this Agreement and the Exchange Notes and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Exchange Documents and to consummate the Transactions (including, without limitation, the issuance of the Exchange Notes in accordance with the terms hereof). The execution and delivery of the Exchange Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Exchange Notes has been duly authorized by the Company’s Board of Directors and no further filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement and the other Exchange Documents have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: assessor. Section 100— 5(a) of the Township Code states, in relevant part, as follows: “(a) The township board may employ and fix the compensation of township employees that the board deems necessary, excluding the employees of the offices of supervisor of general assistance, township collector, and township assessor.” (Emphasis added.) 60 ILCS 1/100 — 5(a) (West 1996). A township may exercise only those powers conferred upon it by statute. Grassini v. Du Page Township, 279 Ill. App. 3d 614, 618, 665 N.E.2d 860, 863 (1996). Any employment agreement between plaintiff and the Township, similar to other types of unauthorized agreements, would have been void ab initio. See, e.g., Cannizzo v. Berwyn Township 708 Community Mental Health Board, 318 Ill. App. 3d 478, 741 N.E.2d 1067 (2000) (<HOLDING>); Grassini, 279 Ill. App. 3d at 620, 665 N.E.2d Options: A. holding employment contracts of former executive director of township community mental health board ultra vires and void ab initio though board members had staggered terms of appointment because the contracts extended beyond the term of the township supervisor in office at the time of the execution of the contracts and the board was appointed by the supervisor B. holding that because there was no quorum of validly appointed board members the nlrb lacked authority to act and the enforcement order was therefore void ab initio C. holding that at will contracts of employment are subject to tortious interference with contracts claims D. recognizing absolute immunity for board members and the director of the mississippi state board of nursing E. holding that the court was not bound by the parties agreement that contracts were unambiguous and holding that contracts were ambiguous

assistant: The best answer is A. holding employment contracts of former executive director of township community mental health board ultra vires and void ab initio though board members had staggered terms of appointment because the contracts extended beyond the term of the township supervisor in office at the time of the execution of the contracts and the board was appointed by the supervisor
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: on that point. The Supreme Court, however, has recently clarified our responsibility once we have found a state court error that satisfies § 2254(d)(1): When “the requirement set forth in § 2254(d)(1) is satisfied!, a] federal court must then resolve the [constitutional] claim without the deference AEDPA otherwise requires.” Panetti 127 S.Ct. at 2858; see also Rompilla v. Beard, 545 U.S. 374, 390, 125 S.Ct. 2456, 162 L.Ed.2d 360 (2005) (reviewing the prejudice requirement for an ineffective assistance of counsel claim de novo after identifying a § 2254(d)(1) error in the state court’s evaluation of the performance requirement); Wiggins v. Smith, 539 U.S. 510, 534, 123 S.Ct. 2527, 156 L.Ed.2d 471 (2003) (similar); Penry v. Johnson, 532 U.S. 782, 795, 121 S.Ct. 1910, 150 L.Ed.2d 9 (2001) (<HOLDING>); Williams, 529 U.S. at 406, 120 S.Ct. 1495 Options: A. holding that sentencing error is harmless if the error did not affect the district courts selection of the sentence imposed B. holding that a federal habeas court performing a harmless error inquiry on collateral review must employ the standard for harmless error articulated in brecht even if the state courts have never reviewed the error on direct appeal C. holding that the federal habeas courts task is to determine if the state courts decision was contrary to or involved an unreasonable application of clearly established federal law as determined by the supreme court of the united states D. holding that even if the state courts decision was contrary to supreme court case law that error would justify overturning penrys sentence only if penry could establish that the error was prejudicial under the preaedpa standard for evaluating prejudice E. holding that even if a trial court errs in a ruling on the admissibility of evidence we will reverse only if the error is inconsistent with substantial justice and that the error was harmless

assistant: The best answer is D. holding that even if the state courts decision was contrary to supreme court case law that error would justify overturning penrys sentence only if penry could establish that the error was prejudicial under the preaedpa standard for evaluating prejudice
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 shall use its reasonable best efforts to fulfill or obtain the fulfillment of the conditions precedent to the consummation of the transactions contemplated hereby on a timely basis, including to execute such documents and perform such further acts (including, without limitation, obtaining any consents, exemptions, authorizations or other actions by, or giving any notices to, or making any filings with, any Governmental Authority or any other Person) as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement. After the Closing Date, each party shall execute and deliver such further certificates, agreements and other documents and take such other actions as any other party may reasonably request to consummate or implement such transactions or to evidence such events or matters as contemplated hereby.

assistant: Further Assurances
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: but only in his capacity as manager of PBD. Noventa has not pointed us to a determination by any court that Pitts is the alter ego of PBD or that he should be held personally liable through the piercing of PBD’s corporate veil. The district court’s order granting a preliminary injunction is vacated and the action is remanded to the district court for proceedings consistent 'with this opinion. VACATED AND REMANDED. 1 . Noventa filed its original complaint in the Circuit Court for Okaloosa County, Florida. PBD and Pitts filed a notice of removal, alleging that diversity jurisdiction existed because they were both citizens of Tennessee, and Noventa was a citizen of Florida and California. See Rolling Greens MHP, L.P. v. Comcast SCH Holdings, LLC, 374 F.3d 1020, 1022 (11th Cir.2004) (<HOLDING>). The parties do not challenge, and we find no Options: A. holding that a joint stock company cannot be a citizen of new york within the meaning of the statutes regulating jurisdiction unless it be a corporation B. 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 C. holding workers compensation insurer deemed by section 1332c to be citizen of state of which insured is citizen in suit brought by insureds injured employee D. holding that a limited liability company is a citizen of any state of which a member of the company is a citizen E. recognizing that a limited liability company has the citizenship of its membership

assistant: The best answer is D. holding that a limited liability company is a citizen of any state of which a member of the company is a 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: During the term of Executive’s employment, Executive will be entitled to the Company’s standard benefits covering employees at Executive’s level, including the Company’s group medical, dental, vision and term life insurance plans, section 125 plan, and 401(k) plan, as such plans maybe in effect from time to time, subject to the Company’s right to cancel or change the benefit plans and program it offers to its employees at any time.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: his prison’s law library ... is subpar ... [he] must ... demonstrate that the alleged shortcomings in the library or legal assistance program hindered his efforts to pursue a legal claim.”). And as there does not appear to be any other allegation in the record of untimely filings, the District Court was right to find his allegations insufficient. See Iqbal, 556 U.S. at 678, 129 S.Ct. 1937. Moreover, an adequate prison law library is but one of many acceptable ways to satisfy Diaz’s right to access the courts. See Bounds v. Smith, 430 U.S. 817, 831, 97 S.Ct. 1491, 52 L.Ed.2d 72 (1977). The right can be satisfied instead, for example, by appointing Diaz an attorney. See Peterkin v. Jeffes, 855 F.2d 1021, 1042 (3d Cir.1988); see also Degrate v. Godwin, 84 F.3d 768, 768-69 (5th Cir.1996) (<HOLDING>). And, as Diaz himself admitted, he did have Options: A. holding that the state does not have to provide access to a law library to defendants in criminal trials who wish to represent themselves and waive their right to counsel B. holding that during a postriot lockdown refusal of access to main law library is constitutional as long as access to basic law library for initial legal research is permitted C. holding that although prison inmates have a first amendment right to access to the courts prison officials may regulate law library access including reasonable time place and manner of access taking into account the administrative needs of the institution D. holding that prisoner did not have right to access law library because he had courtappointed counsel E. holding that the total denial of all access to the law library for seven months violated the plaintiffs constitutional right of access to the courts

assistant: The best answer is D. holding that prisoner did not have right to access law library because he had courtappointed counsel
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: is sufficient to uphold the conviction. We have addressed the issue as follows: Malice does not require proof of a subjective intent to kill. Malice may be established by evidence of conduct which is reckless and wanton, and a gross deviation from a reasonable standard of care, of such a nature that a jury is warranted in inferring that defendant was aware of a serious risk of death or serious bodily harm. United States v. Black Elk, 579 F.2d 49, 51 (8th Cir.1978) (internal quotations and citations omitted) (emphasis added). Finally, assuming specific intent is required for a conviction under either § 2113(e) or § 924(j) or both, we find that any error in the district court's instructions was harmless. See Neder v. United States, 527 U.s. 1, 8-15, 119 S.Ct. 1827, 144 L.Ed.2d 35 (1999) (<HOLDING>); Id. at 35, 119 S.Ct. 1827 ("The failure of Options: A. holding that the harmlesserror rule of chapman v california applies to the failure of a trial judge to submit an element of the offense to the jury B. holding trial errors are subject to a harmless error analysis C. holding that the omission of an element is subject to harmless error analysis D. holding that the omission of an element is not a structural error subject to automatic reversal but rather where objected to is subject to harmless error analysis E. holding that failure to submit an element of the offense to the jury is subject to harmless error analysis

assistant: The best answer is E. holding that failure to submit an element of the offense to the jury is subject to harmless error analysis
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: provisions • of § 522 must control over the narrow exclusion contained in § 541(c)(2), and Congress thus envisioned a procedure whereby ERISA qualified pension benefits would be brought into the bankrupt’s estate subject to exemption. Although there are conflicting rulings on whether an anti-alienation provision serves to exclude property from the bankrupt’s estate, the majority of the courts which have considered the issue have held that such clauses do not prevent property interests from passing to the trustee. Samore v. Graham (In re Graham), 726 F.2d 1268 (8th Cir.1984); Regan v. Ross, 691 F.2d 81 (2d Cir.1982); In re Kelley, 31 B.R. 786 (Bankr.N.D.Ohio 1983); Firestone v. Metropolitan Life Insurance Co. (In re DiPiazza), 29 B. n re Buren), 725 F.2d 1080 (6th Cir.1984) (<HOLDING>). The most recent decision involving ERI-SA Options: A. holding that an evidentiary hearing is not required prior to the termination of social security disability benefits B. holding that offset for social security retirement benefits does not include federal disability benefits and stating that there was no legislative intent to embody the entire subchapter of the social security act dealing with both disability benefits and old age benefits C. holding that social security benefits are excluded from property of the estate because of the statutory antialienation provision D. holding that use of social security benefits satisfied child support obligation E. holding that erisa benefits are not property of the estate

assistant: The best answer is C. holding that social security benefits are excluded from property of the estate because of the statutory antialienation provision
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 is no Action pending, at Law or in equity, or before or by any Governmental Entity, or threatened (a) against or by the Company affecting any of its properties or assets (or by or against Seller or any Affiliate thereof and relating to the Company); or (b) against or by the Company, Seller or any Affiliate of Seller that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. The Company and its properties are not subject to any settlement, stipulation, order, writ, judgment, injunction, decree, ruling, determination or award of any court or of any Governmental Entity (“ Order ”). There is no investigation or other proceeding pending or, to the knowledge of the Company, threatened, against the Company, any of its properties (tangible or intangible) or any of its officers or directors in its capacity as such by or before any Governmental Entity, nor to the knowledge of the Seller is there any reasonable basis therefor.

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 case excerpt and choose the best holding from the options. Case excerpt: individual argument or piece of evidence offered by the petitioner.” Id. at 268 (quoting Wang v. BIA, 437 F.3d 270, 275 (2d Cir.2006)). In particular, the BIA is not required to address evidence that is plainly immaterial. What is required is that the BIA consider all relevant evidence and provide an adequate basis from which we are able “to discern its reasons for declining to afford relief to a petitioner.” Id.; see also Huang v. Att’y Gen., 620 F.3d 372, 391 (3d Cir.2010) (remanding where BIA failed to consider evidence that was both material and previously unavailable); Guo v. Gonzales, 463 F.3d 109, 115 (2d Cir.2006) (finding an abuse of discretion where the BIA failed to consider documents that were “self-evidently material”); Poradisova v. Gonzales, 420 F.3d 70, 81 (2d Cir.2005) (<HOLDING>) (emphasis added). The burden is on the Options: A. holding that in evaluating evidence of changed country conditions the bia compares the evidence of country conditions submitted with the motion to those that existed at the time of the merits hearing below B. holding that for purposes of claim 4 another country means a country other than the first and second country explicitly rejecting tpllcs proposed construction C. holding that bia did not abuse its discretion by declining to consider an unauthenticated document submitted with a motion to reopen to show changed country conditions D. holding that the bia abused its discretion when it denied petitioners motion to reopen by failing to consider evidence of country conditions E. holding that the bia has a duty to explicitly consider country conditions evidence that materially bears on his claim

assistant: The best answer is E. holding that the bia has a duty to explicitly consider country conditions evidence that materially bears on his claim