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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: determining whether a private right of action for damages can be imphed under the Texas Constitution. We hold there is no impUed private right of action for damages arising under the free speech and free assembly sections of the Texas Constitution. InitiaUy, the officers argue that other jurisdictions have recognized state causes of action based on Bivens. Several states faced with the issue before us have found an im-pUed cause of action while others have rejected such an action. There is Uttle uniformity in how other ent Servs., Inc., 408 So.2d 711 (Fla.Dist.Ct.App.1982), approved, 432 So.2d 567 (Fla.1983) (because the Florida Constitution is self-executing, remedy can be afforded absent statutory authorization); Widgeon v. Eastern Shore Hosp. Ctr., 300 Md. 520, 479 A.2d 921 (1984) (<HOLDING>); Phillips v. Youth Dev. Program, Inc., 390 Options: A. recognizing cause of action B. holding that the act provides the exclusive procedures and remedies for common law causes of action based on allegations of deception fraud and misrepresentation C. recognizing common law cause of action as thirdparty beneficiary D. holding that because common law provides remedies an impued cause of action is not necessary E. recognizing the cause of action

assistant: The best answer is D. holding that because common law provides remedies an impued cause of action is not necessary
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, which incorporates the recitals herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, agreements and understandings, written or oral, express or implied, between the parties with respect to the subject matter hereof. Notwithstanding the foregoing, the obligations under this Agreement are in addition to, and do not replace, any applicable non-compete, non-solicit, intellectual property and confidential information obligations of the Equityholder under any law or agreement, including the Amended Employment Agreement and the Invention and Technology Agreements; provided , however , that in the event of any conflict or contradiction between the terms of the Employment Agreement and the Invention and Technology Agreements on one hand, and the terms of this Agreement on the other hand, the terms of this Agreement shall prevail.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This agreement shall be governed by, and construed in accordance with the laws of Nebraska without regard to the principles of conflicts of laws applied thereby, and shall supersede any and all prior written or oral agreements between the parties hereto. No change, modification, alteration, or addition to any provision of this Letter of Intent shall be binding unless in writing and signed by an authorized representative of each of the parties hereto.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: term of imprisonment in a correctional institution shall be eligible for release on parole upon completion of one-half Q/¿) of his determinate term or at the expiration of twenty (20) years, whichever comes first.” I.C. § 11-1-1-9.1 (Burns 1980 Supp.) (Acts 1974, P.L. 43, § 2) (repealed 1980, Acts 1979, P.L. 120, § 22, current version at § 11-13-3-2). Under the statute, those inmates serving determinate sentences were for the first time eligible for parole. Id.; Romine v. State, 431 N.E.2d 780, 783 (Ind.1982). Consequently, it became the more specific statute delineating parole eligibility by encompassing both those inmates serving determinate and those serving indeterminate sentences. Therefore, it became the controlling statute. See Ezzell, 246 Ind. at 271, 205 N.E.2d at 146 (<HOLDING>). However, as a life sentence is neither Options: A. holding that specific statutory provisions take priority over general statutory provisions B. holding that statutory notice provisions for notice of default and opportunity to cure were waived by provisions of note as to one obligor though provisions applied to coobligor who used property as residence C. holding that rule of construction that specific statutory provisions control general ones should not be applied where provisions can be harmonized D. holding that a specific statutory provision prevails over a more general one E. holding that public policy must be evidenced by constitutional or statutory provisions

assistant: The best answer is A. holding that specific statutory provisions take priority over general statutory provisions
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the validity of his prior conviction or its use to increase his sentence, operates to give the defendant enough information for him to decide intelligently and knowingly whether to plead guilty or go to trial, knowing in advance the consequences of a potential guilty verdict. E.g., United States v. Williams, 584 F.3d 714, 715 (7th Cir.2009); United States v. Morales, 560 F.3d 112, 115 (2d Cir.2009) (per curiam); United States v. Arnold, 467 F.3d 880, 887 (5th Cir.2006); United States v. Hamilton, 208 F.3d 1165, 1168 (9th Cir.2000); United States v. Kennedy, 133 F.3d 53, 59 (D.C.Cir.1998); United States v. Williams, 59 F.3d 1180, 1185 (11th Cir.1995); United States v. Johnson, 944 F.2d 396, 407 (8th Cir.1991); see also United States v. Gonzalez, 512 F.3d 285, 290 (6th Cir.2008) (<HOLDING>); United States v. Campbell, 980 F.2d 245, 252 Options: A. recognizing this presumption B. recognizing this method C. recognizing this distinction D. recognizing this purpose albeit implicitly E. recognizing this rule

assistant: The best answer is D. recognizing this purpose albeit implicitly
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you shall not : ( i ) take any action that imposes or may impose ( as determined by vivino in its sole discretion ) an unreasonable or disproportionately large load on vivino 's ( or its third party providers ' ) infrastructure ; ( ii ) interfere or attempt to interfere with the proper working of the service or any activities conducted on the service ; ( iii ) bypass any measures vivino may use to prevent or restrict access to the service ( or other accounts , computer systems or networks connected to the service ) ; ( iv ) run any form of auto-responder or `` spam '' on the service ; ( v ) use manual or automated software , devices , or other processes to `` crawl '' or `` spider '' any page of the site ; ( vi ) harvest or scrape any content from the service ; or ( vii ) otherwise take any action in violation of vivino 's guidelines and policies .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Borrower and each of its Subsidiaries (a) is duly organized, validly existing and in good standing (to the extent applicable in the relevant jurisdiction of formation or its jurisdictional equivalent) under the laws of the jurisdiction of its organization, (b) has the corporate or other power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified (or duly registered or its equivalent) to transact business and in good standing (or its jurisdictional equivalent) under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, and (d) subject to Section 6.13(b), is in compliance with all Laws except to the extent that its failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you agree that by uploading , publishing , or submitting any content to any publicly accessible areas of the service , you hereby grant other users of that aspect of the service a non-exclusive license to access the user content through the service , and to use , reproduce , distribute , prepare derivative works of , display , and perform the content on the service solely as permitted by you through your interactions with the service under these terms .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In order for an Indemnified Party to be entitled to any indemnification provided for under this Agreement arising out of or involving a claim or demand made by any third-party (a “ Third-Party Claim ”), the Indemnified Party must provide an Indemnification Notice to the Indemnifying Party relating to the Third-Party Claim reasonably promptly after the Indemnified Party’s receipt of notice of the Third-Party Claim, but in no event more than thirty (30) days after being served with any summons, complaint or similar legal process; provided, however , failure to give timely notice shall not release the Indemnifying Party of its obligations hereunder except if, and only to the extent that, the Indemnifying Party suffers actual prejudice as a proximate result of such failure. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within twenty (20) days after the Indemnified Party’s receipt thereof, copies of all notices, correspondence and documents, including all court papers, received or delivered by the Indemnified Party relating to the Third-Party Claim.

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 Transaction Documents, together with the exhibits and schedules thereto, the Prospectus and the Prospectus Supplement, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreem ents and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: For all purposes of this Notice, all communications required or permitted to be given hereunder will be in writing and will be deemed to have been duly given when hand delivered or dispatched by electronic facsimile transmission (with receipt thereof confirmed), or five business days after having been mailed by United States registered or certified mail, return receipt requested, postage prepaid, or three business days after having been sent by a nationally recognized overnight courier service, addressed to the Company at its principal executive office, c/o the Company’s General Counsel, and to You at Your principal residence, or to such other address as any party may have furnished to the other in writing and in accordance herewith, except that notices of change of address will be effective only on receipt.

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 case excerpt and choose the best holding from the options. Case excerpt: of the economic loss doctrine). As a final matter, we must also reject Rodman’s claim that its negligence suit is actionable under the “other property” exception to the economic loss doctrine. This exception allows for tort suits when the allegedly defective product damages other property owned by the purchaser. For instance, in Tony Spychalla Farms v. Hopkins Agricultural Chemical Company, 151 Wis.2d 431, 444 N.W.2d 743, review denied, 446 N.W.2d 285 (Wis.1989), the court held that the economic loss doctrine did not bar a products liability suit that alleged that a defective product (a pesticide, in that case) harmed other property belonging to the plaintiff, namely, the potato crop. See also Saratoga Fishing Co. v. J.M. Martinac & Co., — U.S. -, 117 S.Ct. 1783, 138 L.Ed.2d 76 (1997) (<HOLDING>). Rodman asserts that the rule in Spy-challa Options: A. holding that the relationship between fire insurance regulation and rating fire loss fire prevention and fire investigation is rational and reasonable B. holding that plaintiffs were not in the zone of danger and could not recover for emotional distress because they were at not home when their house caught on fire C. holding that the application of feca to tort claims bars all other recovery D. holding that nets and other equipment added to a defective fishing vessel were other property for which recovery in tort was available when the ship caught fire and sank E. holding that petition failed to allege fire hydrants were physically defective where fire hydrants did not work and plaintiffs decedent was killed in fire

assistant: The best answer is D. holding that nets and other equipment added to a defective fishing vessel were other property for which recovery in tort was available when the ship caught fire and sank
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: Crawford v. Washington, 541 U.S. 36, 53-54, 124 S.Ct. 1354, 158 L.Ed.2d 177 (2004). The “core class” of testimonial statements includes affidavits or declarations “made under circumstances which would lead an objective witness reasonably to believe that the statement would be available for use at a later trial.” Id. at 51-52, 124 S.Ct. 1354. This is because such testimonial evidence is “functionally identical to live, in-court testimony.” Melendez-Diaz v. Massachusetts, 557 U.S. 305, 129 S.Ct. 2527, 2532, 174 L.Ed.2d 314 (2009). Business and public records are generally nontestimonial because they were created for the internal administration of the entity rather than for trial evidentiary purposes. Id. at 2539-40; see, e.g., United States v. Weiland, 420 F.3d 1062, 1077 (9th Cir.2005) (<HOLDING>). We agree with the district court’s conclusion Options: A. holding that driving records were nontestimonial B. holding that records of a criminal defendants previous convictions in state court are nontestimonial C. holding that statements in medical records given for the primary purpose of medical diagnosis and treatment are nontestimonial D. holding that certified records of maintenance are nontestimonial and are not prepared for any particular defendant E. holding that to the extent medical records may be properly categorized as business records such records are properly categorized as nontestimonial

assistant: The best answer is B. holding that records of a criminal defendants previous convictions in state court are 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: The parties to this Agreement do and shall indemnify Escrow Agent and hold it harmless from any and all claims, liabilities, losses, actions, suits or proceedings at law or in equity, or other expenses, fees, or charges of any character or nature, including attorneys’ fees and costs, which it may incur or with which it may be threatened by reason of its action as Escrow Agent under this Agreement, except for such matters which are the result of Escrow Agent’s negligence or malfeasance.

assistant: Indemnity
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: DENSO Japan has technical and license agreements with its United States subsidiaries, including DENSO Tennessee, which manufacture components that eventually are sold to Toyota. There is no evidence that DEN-SO Japan had a general business presence in Texas through its efforts to support any of its United States subsidiaries. See Reid, 130 S.W.3d at 220. Even when amassed, DENSO Japan’s contacts simply are not “continuous and systematic general business contacts” sufficient to support general jurisdiction. See PHC-Minden, 235 S.W.3d at 171. We conclude that the evidence is legally insufficient to support the trial court’s implied finding that it could exercise general jurisdiction over DENSO Japan. See Helicopteros, 466 U.S. at 416, 104 S.Ct. 1868; PHC-Minden, 235 S.W.3d at 170-71 (<HOLDING>); CSR, Ltd. v. Link, 925 S.W.2d 591, 595 Options: A. holding that isolated trips to texas more than 1500000 in purchases from texas vendors and two contracts with texas entities were not substantial enough to support general jurisdiction B. holding that jurisdiction existed over nonresident printing customer despite the fact that texas printer solicited the business in alabama and nonresident sent no personnel to texas because nonresident placed additional orders from which it expected to profit sent payments to texas sent and received printing materials to and from texas paid for shipping of printed goods from texas and sent payments to texas the transactions were governed by texas law and substantial part of performance occurred in texas C. holding sending two employees to work in texas and using an office in texas for limited purposes did not support finding of general jurisdiction D. holding that where the entity was incorporated in texas and the shareholders reside in texas and the bankruptcy case is pending in texas texas law not arizona law should be applied E. holding that jurisdiction existed over two georgia residents who leased a machine from a texas resident because they 1 solicited and negotiated the lease agreement by two telephone calls to texas 2 sent correspondence and payments by mail to texas 3 paid for the transfer of the machine from texas and 4 caused their insurance agent to contact the texas resident in texas to arrange coverage for the machine

assistant: The best answer is A. holding that isolated trips to texas more than 1500000 in purchases from texas vendors and two contracts with texas entities were not substantial enough to support general jurisdiction
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower and each Subsidiary have filed all United States Federal Tax returns and all other Tax returns which are required to be filed and have paid all Taxes stated to be due by the Borrower and each Subsidiary pursuant to said returns or pursuant to any assessment received by the Borrower or any Subsidiary, including without limitation all Federal and state withholding Taxes and all Taxes required to be paid pursuant to applicable law, except such Taxes, if any, as are being contested in good faith by appropriate proceedings and as to which adequate reserves have been provided for on the books of the Borrower or such Subsidiary, or where a failure to so file or pay could not reasonably be expected to have a Material Adverse Effect.

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: The award agreement shall be deemed automatically accepted by you and you shall be subject to all its terms and conditions, unless you click the “I decline” button at the end of the award agreement on Equate+ within 30 days following the grant date. The Participant certifies that the Participant (A) has been furnished with all relevant information and materials with respect to the terms and conditions of the Award, (B) has read and understands such information and materials, (C) is fully aware and knowledgeable of the terms and conditions of the Award, and (D) completely and voluntarily agrees to the terms and conditions of the Award, as set forth in the Plan and this Agreement.

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: — and its attendant concept “property” — has limited inherent content. See, e.g., Wesley Newcomb Hohfeld, Some Fundamental Legal Conceptions as Applied in Judicial Reasoning and Other Legal Essays 96 (Walter Wheeler Cook ed., 1923) (stating that property “consists of a complex aggregate of rights (or claims), privileges, powers, and immunities”). Courts and commentators have supplied no consistent guidance as to which rights in the proverbial property bundle define ownership. Compare, e.g., Hodel v. Irving, 481 U.S. 704, 716, 107 S.Ct. 2076, 95 L.Ed.2d 668 (1987) (stating that “the right to pass on property — to one’s family in particular” constitutes a protected property right under the Fifth Amendment), with Andrus v. Allard, 444 U.S. 51, 65-66, 100 S.Ct. 318, 62 L.Ed.2d 210 (1979) (<HOLDING>); see also William A. Fischel, Introduction: Options: A. holding that the fifth amendment did not apply to tribal government B. holding that the prosecutors comment regarding the defendants failure to call a potential witness did not shift the burden of proof because it did not implicate the defendants fifth amendment right not to testify C. holding that abrogating the right to sell endangered eagles feathers did not implicate the fifth amendment D. holding that mere negligence does not implicate the right to due process E. recognizing that preliminary injunction requiring defendant to disclose records might implicate fifth amendment

assistant: The best answer is C. holding that abrogating the right to sell endangered eagles feathers did not implicate the fifth amendment
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: apple is not responsible for the investigation , defense , settlement and discharge of any third party claim that the service and/or your possession and use of the app infringe that third party 's intellectual property rights .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration at Olin’s corporate headquarters in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction; provided, however, that Executive shall be entitled to seek specific performance of Executive’s right to be paid during the pendency of any dispute or controversy arising under or in connection with this Agreement.

assistant: Arbitration
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: organ of the male, which is necessary to constitute rape, need be only slight; it is not necessary that the vagina shall be entered . . ., but an entering of the anterior of the organ, known as the vulva or labia, is sufficient.’ [Cits.]” Payne v. State, 231 Ga. 755 (1) (204 SE2d 128) (1974). While the definition of criminal sexual assault under 720 ILCS 5/12-13 (a) (1), previously cited as Ill. Rev. Stat., Ch. 38, par. 12-13 (a) (1), does not contain the element of non-consent, the “against her will” element of Georgia’s rape statute was supplied here by evidence that the victim was under 14 years old, which was the legal age of consent in this State at the time the assault occurred. See Drake v. State, 239 Ga. 232, 233 (236 SE2d 748) (1977), superseded by statute on other grounds (<HOLDING>). Accord Owens v. State, 178 Ga. App. 750 (3) Options: A. holding that the defendants consent to allow the officer to search her purse by way of holding it open for the officer was for consent to a limited view of the purses interior not to surrender possession for an unrestricted search and thus the officer exceeded the scope of the defendants consent B. recognizing that consent is an exception to the warrant requirement and that voluntariness of consent depends on the totality of the circumstances C. holding there is no consent as a matter of law where the consent was given under coercion D. holding that against her will in the rape statute means without her consent and that the fact that the victim was under the age of consent was sufficient to establish that element E. holding that mistake as to the age of the victim is no defense to statutory rape

assistant: The best answer is D. holding that against her will in the rape statute means without her consent and that the fact that the victim was under the age of consent was sufficient to establish that element
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: may not use its powers to reward its friends or punish its enemies; thus, where a zoning authority is guilty of misconduct or bad faith in its dealings with the applicant for a use permit in accordance with the then existing zoning regulation or arbitrarily and unreasonably adopts a new regulation in order to frustrate the applicant’s plans for development rather than to promote the general welfare, the new regulation may not be applied retroactively. 451 N.W.2d at 706-07. Because there was a genuine issue as to whether Lincoln acted arbitrarily, unreasonably or in bad faith by delaying the application, the court concluded that Lincoln was not entitled to summary judgment as a matter of law. 451 N.W.2d at 707. See Marmah, Inc. v. Town of Greenwich, 176 Conn. 116, 405 A.2d 63, 67 (1978) (<HOLDING>); Almquist v. Town of Marshan, 308 Minn. 52, Options: A. holding that appellants could have amended as of right after they received the motion to dismiss and prior to the trial courts decision B. holding that the trial court should conduct a hearing to allow the parties to be heard including the defendant in person and to allow presentation of additional evidence before sentencing C. holding that the trial court properly struck the amended complaint when the plaintiff offered no reason to refute the trial courts finding that the new allegations in the amended complaint were based on facts the plaintiff had known since the beginning of the action D. holding that pleadings could not be amended where no evidence offered during trial was outside the issues in the original complaint E. holding it inequitable to allow amended zoning regulations to act as a bar where the trial court could reasonably conclude that the change was enacted primarily to prevent plaintiff from building the project

assistant: The best answer is E. holding it inequitable to allow amended zoning regulations to act as a bar where the trial court could reasonably conclude that the change was enacted primarily to prevent plaintiff from building the project
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 made available to the Purchaser and the Agent all of the information reasonably available to the Company that the Purchaser and the Agent have requested for deciding whether to acquire the Series A Preferred Units. No representation or warranty of the Company contained in this Agreement, and no certificate or document furnished or to be furnished to the Purchaser and/or the Agent pursuant to or in connection with this Agreement or at any Closing contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which they were made. There is no fact, event, condition, occurrence, development or circumstance which has had or could reasonably be expected to have a Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as expressly modified by this Amendment and the First Amendment, the Agreement remains unmodified and in full force and effect. This Amendment along with the Agreement and the First Amendment is the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether oral or written, between the parties with respect to such matters. Any future reference to the Agreement shall be deemed to be a reference to the Agreement, as amended by the First Amendment and this Amendment. This Amendment may not be modified or terminated orally or in any manner other than by an agreement in writing signed by all the parties hereto or their respective successors in interest. The foregoing Recitals are hereby incorporated into the Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: State v. Superior Court of Maricopa County, 123 Ariz. 324, 331, 599 P.2d 777, 784 (Ariz.1979), overruled on other grounds by State v. Gunnison, 127 Ariz. 110, 618 P.2d 604 (1980). The Court also concludes that it need not resolve the arguments of Jensen, Morbeck, Seminoff, and Stephens that the Amended Complaint fails to state an aiding and abetting claim given its requirement that the plaintiff file a second amended complaint. The Court will note, however, that it cannot not accept Jensen and Morbeck’s argument that such aiding and abetting liability should no longer be recognized in Arizona. Although they may be correct that the Supreme Court’s reasoning in Central Bank of Denver, N.A. v. First Interstate Bank of Denver, N.A., 511 U.S. 164, 114 S.Ct. 1439, 128 L.Ed.2d 119 (1994) (<HOLDING>), should be adopted in Arizona, the Arizona Options: A. holding that a 10b private civil action did not extend to aiders and abettors B. holding that a private plaintiff is not entitled to maintain an aiding and abetting action under 10b or rule 10b 5 C. holding that an implicit congressional intent to impose aiding and abetting liability could not plausibly be inferred from the statutory silence in 10b of the securities exchange act of 1934 D. holding aiding and abetting is not a discrete criminal offense E. holding that a pledge is a sale and purchase of a security under 10b

assistant: The best answer is B. holding that a private plaintiff is not entitled to maintain an aiding and abetting action under 10b or rule 10b 5
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: If a Participant’s termination of employment or other service with the Company is by reason of a Disability of such Participant, the Participant shall have the right at any time within a period not to exceed one (1) year after such termination, but in no event after the termination of the Option pursuant to its terms, to exercise, in whole or in part, any vested portion of the Option held by such Participant at the date of such termination; provided, however, that if the Participant dies within such period, any vested Option held by such Participant upon death shall be exercisable by the Participant’s estate, devisee or heir at law (whichever is applicable) for a period not to exceed one (1) year after the Participant’s death, but in no event after the termination of the Option pursuant to its terms.

assistant: Disability
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: Neither Party may publicly disclose the existence or terms or any other matter of fact regarding this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided, however, that either Party may make such a disclosure to the extent required by law or by the requirements of any nationally recognized securities exchange, quotation system or over-the-counter market on which such Party has its securities listed or traded. In the event that any such disclosure is required, Discloser shall make reasonable efforts to provide the other Party with prior notice and to coordinate with the other Party with respect to the wording and timing of any such disclosure.

assistant: Publicity
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 RSU grant will be paid, when and as vested, in shares of Kellogg Company common stock based on the applicable number of RSUs unless Kellogg Company determines otherwise (see 'Tax and Legal Issues' below). Until the time of vesting, no shares of common stock will be issued for the RSUs.

assistant: Payments
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: guardian was not present and the interrogation lasted some 30-45 minutes; for those reasons, the case is factually distinguishable. But many of the circumstances that animated the Supreme Court's "reasonable child" proclamation are present here too. B. N.A.S. Was in Custody $40 The salient features of N.AS!'s schoolhouse interrogation are much the same as those in J.D.B.'s case, right down to his age. Here, the encounter occurred at school in a small, closed room; a uniformed police officer and the two school officials were present; the officer and the principal stood during the interrogation; N.A.S. did not have an opportunity to speak to a parent or legal guardian alone (although his father and uncle were also in the room); the officer did not tell N.A.S. that he was free Colo.1993) (<HOLDING>). 142 The majority emphasizes that the Options: A. holding that defendant was in custody when police questioned him in his bedroom late at night B. holding juveniles statement inadmissible when after being placed in custody police took juvenile to police station and held juvenile in area where adult suspects were held instead of taking juvenile to a juvenile processing office or any of the places listed as an alternative in section 5202 and placing juvenile in specifically designated office for juveniles C. holding juvenile court lacked jurisdiction over a grandparents deprivation petition where petition was a transparent attempt to use the juvenile court system to seek custody of the child D. holding that a juvenile questioned by an officer over the phone was not in custody E. holding that a 17yearold questioned by an officer in the driveway outside of his home was not in custody

assistant: The best answer is D. holding that a juvenile questioned by an officer over the phone was not in custody
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 Amendment, together with the Credit Agreement and the Other Documents, incorporates all negotiations of the parties hereto with respect to the subject matter hereof and is the final expression and agreement of the parties hereto with respect to the subject matter hereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In connection with this Agreement and the transactions contemplated hereby, each Member shall execute and deliver such further documents, and perform such further acts, as may be necessary or appropriate to effectuate and perform the provisions of this Agreement and those transactions contemplated hereunder, as requested by the Board.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if you and a disputed party do not resolve any dispute by informal negotiation or in small claims court , any other effort to resolve the dispute will be conducted exclusively by binding arbitration governed by the united states federal arbitration act ( `` faa '' ) .

assistant: Arbitration
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: him without the consent of the other partners from any transaction connected with the formation, conduct, or liquidation of the partnership or from any use by him of its property. He claims that the words “hold as trustee” establish an express trust, that all partners are trustees for the rest of the partnership, and that a partner is therefore a fiduciary within the meaning of the act. However, under this statute, the trust arises only when the partner derives profits without consent of the partnership; it is the sort of trust ex maleficio not included within the purview of § 523(a)(4). See Davis, 293 U.S. at 333, 55 S.Ct. at 153-54; Teichman v. Teichman (In re Teichman), 774 F.2d 1395, 1399 (9th Cir.1985). But see Holmes v. Kraus (In re Kraus), 37 B.R. 126, 130 (Bkcy E.D.Mich.1984) (<HOLDING>). Montana has an identical code section to Options: A. holding that the plaintiff bears the burden when relying on the discovery rule B. holding that when language is exactly the same in two statutory provisions the meaning of that language is also identical C. holding that identical language in montana postconviction relief statute bars application of laches D. holding that the law of michigan rather than the forum applied to manufacturers claim of attorneyclient privilege in a products liability suit because the communication took place in michigan and therefore michigan had most significant relationship to communication E. holding that partners are fiduciaries for the purpose of 523a4 relying on michigan statute with identical language

assistant: The best answer is E. holding that partners are fiduciaries for the purpose of 523a4 relying on michigan statute with identical language
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: officers served a search warrant at the East Clay residence. They seized marijuana plants, an Uzi submachine gun, and a loaded shotgun. The police also discovered fertilizer, irrigation equipment, heat lamps, and gardening tools. The search warrant was based upon the sworn affidavit of a Fresno Police Department detective, who in turn relied upon the observations of an animal control officer with no documented expertise in marijuana identification. Long filed a motion to suppress, arguing that (1) the search warrant failed to establish probable cause; (2) he had a legitimate expectation of privacy in East Clay; and (3) the government is estopped from arguing that he did not because it stated during a bail hearing that Long resided at East Clay. The government responded t 9th Cir.1995) (<HOLDING>). Photographs and clothing alone are Options: A. holding that the defendant had a reasonable expectation of privacy in a telephone booth B. holding that defendants personal items and sworn declaration and police officers testimony that the defendant had stayed in a house the night before are insufficient to establish defendants expectation of privacy C. holding that defendant staying in abandoned house had no legitimate expectation of privacy in the house despite having a key to the house and the ability to let people in and out of it D. holding that defendants had no reasonable expectation of privacy in the common areas of an apartment building E. recognizing record supported determination that defendant lacked expectation of privacy in house

assistant: The best answer is B. holding that defendants personal items and sworn declaration and police officers testimony that the defendant had stayed in a house the night before are insufficient to establish defendants expectation of privacy
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 and the documents referred to herein constitute the entire agreement between the parties hereto with respect to the matters covered hereby, and any other prior or contemporaneous oral or written understandings or agreements with respect to the matters covered hereby are expressly superseded by this Agreement, provided, however, that this Agreement is supplemental to and in furtherance of the Charter, Bylaws, the DGCL and any other applicable law, and shall not be deemed a substitute therefor, and does not diminish or abrogate any rights of the Indemnitee thereunder.

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: 7. In the event that Recipient is ordered to disclose Discloser's Confidential Information pursuant to a judicial or governmental request, requirement or order, Recipient shall promptly notify Discloser and take reasonable steps at Discloser's expense to assist Discloser in contesting such request, requirement or order or otherwise protecting Discloser's rights.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: EMPLOYEE AGREES TO WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, OR RELATED TO, THIS AGREEMENT. THIS WAIVER IS KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY MADE BY EMPLOYEE, AND EMPLOYEE ACKNOWLEDGES THAT, EXCEPT FOR THE COMPANY’S AGREEMENT TO LIKEWISE WAIVE ITS RIGHTS TO A TRIAL BY JURY (WHICH THE COMPANY HEREBY MAKES), THE COMPANY HAS NOT MADE ANY REPRESENTATIONS OF FACTS TO INDUCE THIS WAIVER OF TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS EFFECT. EMPLOYEE FURTHER ACKNOWLEDGES THAT EMPLOYEE HAS BEEN REPRESENTED (OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED) IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, SELECTED OF EMPLOYEE’S OWN FREE WILL, AND THAT EMPLOYEE HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL. EMPLOYEE FURTHER ACKNOWLEDGES THAT EMPLOYEE HAS READ AND UNDERSTANDS THE MEANING AND RAMIFICATIONS OF THIS WAIVER AND AS EVIDENCE OF THIS FACT SIGNS THIS AGREEMENT BELOW.

assistant: Waiver Of Jury Trials
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: at 594-95 (reasoning jury may have followed erroneous instruction). We must now determine whether the trial court’s failure to read the instruction was a manifest error affecting a constitutional right. RAP 2.5(a)(3); see McFarland, 127 Wn.2d at 333. Here, the concerned instruction defined assault and contained the essential element of specific intent. State v. Eastmond, 129 Wn.2d 497, 502, 919 P.2d 577 (1996); State v. Byrd, 125 Wn.2d 707, 713-14, 887 P.2d 396 (1995). Omitting the instruction orally was an error of constitutional magnitude because it relieved the State of its burden of proving every essential element of the crime beyond a reasonable doubt. Eastmond, 129 Wn.2d at 502; Byrd, 125 Wn.2d at 713-14; see also State v. Iosefa, 77 Haw. 177, 880 P.2d 1224, 1230 (Ct. App. 1994) (<HOLDING>). To determine whether the constitutional error Options: A. holding errors based on the constitutional rights to confrontation and due process may be waived by failure to object at trial B. holding trial courts failure to recite a presumption of innocence instruction seriously jeopardized the defendants federal constitutional right to due process and a fair trial C. recognizing that a criminal defendants right to a fair trial is fundamental D. holding that the failure to object to a trial courts instruction constitutes waiver E. holding that failure to object to trial court about violations of federal and state due process waived appellate review of those claims

assistant: The best answer is B. holding trial courts failure to recite a presumption of innocence instruction seriously jeopardized the defendants federal constitutional right to due process and a fair trial