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: All Participant Accounts may be invested in Company Stock and such other Investment Funds as may from time to time be established by the Committee for the investment of such Accounts, provided, however, effective February 1, 2015, Participant Accounts may no longer be invested in Company Stock. Moreover, for transition purposes, effective January 23, 2015, no new contributions may be invested in the Company Stock funds. The Committee may establish unit values for one or more Investment Funds (or any portion thereof) and maintain records setting forth each Participant’s interest in such Investment Fund (or any portion thereof) in terms of such units, all in accordance with such rules and procedures as the Committee shall determine.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No Group Member is a party to any Contractual Obligation, no Group Member has Constituent Documents containing obligations, and, to the knowledge of any Group Member, there are no applicable Requirements of Law, in each case the compliance with which would have, in the aggregate, a Material Adverse Effect. No Group Member (and, to the knowledge of each Group Member, no other party thereto) is in default under or with respect to any Contractual Obligation of any Group Member, which Contractual Obligation is material to the operation of the Group Member's business and which default gives the applicable third party the right to terminate such Contractual Obligation.

assistant: No Defaults
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of the parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof in any federal or state court located in the State of Delaware, in addition to any other remedy to which they are entitled at law or in equity.

assistant: Specific Performance
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: Buyer and Seller shall each indemnify, protect, defend and hold the other harmless from and against any claim in any way arising from the matters for which the other receives a credit or otherwise assumes responsibility pursuant to this Section 6.8 .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: After the completion of the post-Closing adjustments under this Section 2.3 : (a) if either party receives revenues that belong to the other party under this Agreement, the party receiving the revenues agrees to promptly remit those revenues to the other party; and (b) if either party pays expenses that are the responsibility of the other party under this Agreement, then the party on whose behalf the expenses were paid agrees to promptly reimburse the other party for the expenses paid on its behalf upon receiving reasonably satisfactory evidence of such payment. However, neither party will be obligated to reimburse the other party for any such expense in excess of Ten Thousand Dollars ($10,000) unless it has been consulted about that expense prior to payment.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: alleged against any of the defendants appear to be based solely on the purchase or sale of the Medium Term Notes, however, no claims are dismissed. 117 . See MS/BoNY Mem. al 9-12; RA Mem. at 2-4; Pl. Opp. at 16-18. 118 . See RA Mem. at 7-9, 26. 119 . See, e.g. Compuware Corp. v. Moody's Inv. Servs., Inc., 499 F.3d 520, 529 (6th Cir.2007) (affirming the dismissal of claims against rating agencies brought on the basis of credit ratings on First Amendment grounds); Jefferson County Sch. Dist. No. R-I v. Moody's Inv. Servs., Inc., 175 F.3d 848, 856 (10th Cir.1999) (same); First Equity Corp. v. Standard & Poor’s Corp., 690 F.Supp. 256, 260 (S.D.N.Y. 1988) (same). 120 . Compare Dun & Bradstreet, Inc. v. Green-moss Builders, Inc., 472 U.S. 749, 761-62, 105 S.Ct. 2939, 86 L.Ed.2d 593 (1985) (<HOLDING>) and In re Nat’l Century Fin. Enters., Inc., Options: A. holding that the plaintiffs speech was not a matter of public concern because it did not bring to light actual or potential wrongdoing or breach of public trust on the part of the defendant and others B. holding that an officers report of misconduct by fellow officer is a matter of public concern C. holding that the absence of a motivating desire to address a matter of public concern was not dispositive as to whether the speech addressed a matter of public concern D. holding that a credit report published to five subscribers did not involve a matter of public concern because it was intended for a specific business audience E. holding in part that complaints focused on individual compensation do not involve a matter of public concern

assistant: The best answer is D. holding that a credit report published to five subscribers did not involve a matter of public concern because it was intended for a specific business audience
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: Tenant shall reimburse Landlord upon demand for any and all taxes or assessments required to be paid by Landlord (except to the extent included in Tax Expenses by Landlord), excluding state, local and federal personal or corporate income taxes measured by the net income of Landlord from all sources and estate and inheritance taxes, whether or not now customary or within the contemplation of the parties hereto, when: (i) said taxes are measured by or reasonably attributable to the cost or value of Tenant's equipment, furniture, fixtures and other personal property located in the Premises, or by the cost or value of any leasehold improvements made in or to the Premises by or for Tenant, to the extent the cost or value of such leasehold improvements exceeds the cost or value of a building standard build-out as determined by Landlord regardless of whether title to such improvements shall be vested in Tenant or Landlord; (ii) said taxes are assessed upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion of the Real Property (including the Parking Facilities); or (iii) said taxes are assessed upon this transaction or any document to which Tenant is a party creating or transferring an interest or an estate in the Premises.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Life Ins. Co., 12 F.3d 668, 674 (7th Cir.1993) (“Within the totality of circumstances, there is neither a threshold ‘magic number’ of harassing incidents that gives rise, without more, to liability as a matter of law nor a number of incidents below which a plaintiff fails as a matter of law to state a claim.”) (emphasis added); Daniels v. Essex Group, Inc., 937 F.2d 1264, 1274 n. 4 (7th Cir.1991) (recognizing that single, isolated incident of harassment can give rise to employer liability for racial harassment under Title VII). 119 F.3d at 873. While there is no minimum number of incidents, where a plaintiff alleges few incidents, they must be severe to establish a hostile work environment. See, e.g., Lowe v. Angelo’s Italian Foods, Inc., 87 F.3d 1170, 1175 (10th Cir.1996)(<HOLDING>); Creamer v. Laid-law Transit, Inc., 86 F.3d Options: A. holding that a single offensive racist comment was not sufficient to establish a hostile work environment B. holding that the plaintiff failed to state an agebased hostile work environment claim where the plaintiffs proffered evidence was nothing more than a collection of unrelated and infrequent incidents of conduct by the defendants that the plaintiff subjectively construe as acts motived by agerelated animus and which was devoid of the agerelated comments or ridicule that are hallmarks of hostile work environment claims C. holding that an isolated comment is not direct evidence of discrimination even if a plaintiff interpreted it as motivated by a discriminatory animus D. holding that isolated remarks are insufficient to prove discriminatory intent E. holding that one isolated comment and the use of the term girlie although regrettable do not demonstrate that the work environment was permeated with discriminatory intimidation ridicule and insult

assistant: The best answer is E. holding that one isolated comment and the use of the term girlie although regrettable do not demonstrate that the work environment was permeated with discriminatory intimidation ridicule and insult
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 has heretofore furnished to the Administrative Agent (for delivery to the Lenders) (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries as at December 31, 2015 and December 31, 2016 and the related statements of income, stockholders’ equity and cash flows of the Borrower and its Subsidiaries for the fiscal years ended December 31, 2015 and December 31, 2016 and (ii) the unaudited consolidated balance sheet as of March 31, 2017 and related consolidated statements of income, stockholders’ equity and cash flows of the Borrower and its Subsidiaries for the three months ended March 31, 2017, in each such case have been prepared in accordance with GAAP applied consistently throughout the periods involved except to the extent provided in the notes thereto and subject, in the case of the unaudited financial information, to changes resulting from audit, normal year-end audit adjustments and to the absence of footnotes, and present fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries, as of and on such dates set forth on such financial statements.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company and Executive acknowledge that this Agreement, together with the Employment Agreement (as clarified by this Agreement), the Release, the Option Agreement (as amended by this Agreement) and that certain Indemnification Agreement between the Company and Executive, dated January 30, 2013, contain the full and complete agreement between the parties hereto, that there are no oral or implied agreements or other modifications not specifically set forth herein, and that this Agreement, together with the other agreements specifically referenced in this Section 5(a), supersede any prior agreements or understandings, if any, between the Company and Executive, whether written or oral.

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: Sublessor and Subtenant for themselves and for their respective insurers agree to and do hereby release each other of and from any and all claims, demands, actions and causes of action that each may have or claim to have against the other for loss or damage to the property of the other, both real and personal, caused by or resulting from fire and all other casualties insured against under fire and extended coverage insurance policies, notwithstanding that any such loss or damage may be due to or result from the negligence of either of the parties hereto or their respective officers, employees or agents, but only to the extent of any recovery collectible under such insurance. Subtenant and Sublessor, if applicable, will endeavor to secure an appropriate clause in, or endorsement on, any fire and extended coverage insurance policy covering Sublessor’ s and Subtenant's respective interests, pursuant to which the respective insurance policies waive subrogation; provided, however, that a failure on the part of Sublessor or Subtenant, if applicable, to secure such appropriate clause or endorsement as aforesaid shall not in any manner affect or restrict the provisions of the above and foregoing mutual release.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 12:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its ratable share in respect of the relevant Facility (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 12:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be; provided , however , that, if such extension would cause payment of interest on or principal of Eurodollar Rate Loans to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement, which shall inure to the benefit of and shall be binding upon the respective successors and permitted assigns of each Borrower, each Agent and each Lender, shall become effective on the Restatement Effective Date and shall continue in full force and effect until the earlier of (a) February 12, 2019, or (b) June 1, 2018, if the Unsecured Notes have not been redeemed, repaid or otherwise retired on or prior to June 1, 2018 (such earliest date, the “Term”) unless sooner terminated as herein provided. Borrowers may terminate this Agreement at any time upon twenty (20) days’ prior written notice to Administrative Agent upon payment in full of the outstanding Obligations and cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: for them. See MCL 552.13(1) (granting the trial court authority to order one spouse to pay the other spouse’s attorney fees in order “to enable the adverse party to carry on or defend the action.”); see also MCR 3.206(C). Although the trial court correctly noted that there were precedents that indicate that a trial court can order a party to directly pay fees to an attorney, those precedents do not alter the fact that the payment is invariably for the benefit of the client or the client’s estate. See DePew v DePew, 373 Mich 162; 128 NW2d 533 (1964) (noting that the trial court had jurisdiction to order the husband to pay his wife’s attorney fees even after the parties’ reconciled and dismissed the complaint), and Stackhouse v Stackhouse, 193 Mich App 437, 439-445; 484 NW2d 723 (1992) (<HOLDING>). Therefore, even if the trial court had Options: A. holding because an award of attorney fees is discretionary court may consider attorney fees in relation to the underlying equities in the case B. recognizing that an appeal filed within 30 days of the entry of an order awarding attorney fees was timely filed as to the issue of attorney fees C. holding that the court lacked jurisdiction to consider an award of sanctions entered against attorney because the notice of appeal did not provide that attorney was appealing in his own name D. holding that the death of a dependent spouse does not divest the trial court of jurisdiction to order the surviving spouse to pay the dependent spouses attorney fees and that the attorney may request the fees in his own name E. holding that a trial court commits plain error by imposing courtappointed attorney fees where the record is silent as to the defendants ability to pay the fees ordered

assistant: The best answer is D. holding that the death of a dependent spouse does not divest the trial court of jurisdiction to order the surviving spouse to pay the dependent spouses attorney fees and that the attorney may request the fees in his own name
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: opposing a motion for summary judgment, Plaintiff is only required to show a genuine issue of material fact.” Appellant’s Br. at 20 (citing Lynd v. Adapt, Inc., 200 Mich.App. 305, 503 N.W.2d 766 (1993)). It is settled, however, that a court must consider the burden of proof applicable at trial in determining whether a reasonable jury could return a verdict for the plaintiff. See Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 254-55, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986). To avoid summary disposition, then, Talhelm must show that there is sufficient evidence to allow a jury to conclude by clear and convincing evidence that she was about to report Pike to a public body for a violation or suspected violation of law when she was terminated. Lynd says nothing different. 503 N.W.2d at 767 (<HOLDING>). With respect to the merits, Talhelm’s Options: A. holding plaintiff to his burden of persuasion on appeal of summary judgment B. holding without discussing the plaintiffs burden of persuasion that the plaintiff had presented sufficient evidence to survive summary judgment C. holding that the district court erred in ruling that a plaintiff had failed to offer any evidence to survive summary judgment on its discrimination claim where the district court had simply discounted plaintiffs admissible evidence as less probative than defendants D. holding that appellant had submitted sufficient evidence of racebased retaliation to survive summary judgment on his 1981 claim E. holding that evidence of alleged limitations obtained soon after accident was without more insufficient to survive summary judgment

assistant: The best answer is B. holding without discussing the plaintiffs burden of persuasion that the plaintiff had presented sufficient evidence to survive summary judgment
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: reporter's record, statements contained within other documents have been deemed sufficient “as long as the statement is made in time for the other parties to designate any additional relevant portions of the record and to prepare their appellate briefs.” Mason, 154 S.W.3d at 819; see Bennett v. Cochran, 96 S.W.3d 227, 229 (Tex.2002) (per curiam) (statement of points filed two months after request for reporter’s record sufficient to comply with Rule 34.6(c)(1), absent showing of prejudice by opposing party); Furr’s Supermarkets, Inc. v. Bethune, 53 S.W.3d 375, 377 (Tex.2001) (notice of statement of points given to opposing party in separate document on the same day as request for reporter’s record sufficient); Melton v. Toomey, 350 S.W.3d 235, 237 (Tex.App.-San Antonio 2011, no pet.) (<HOLDING>). In the present case, however, Jill contends Options: A. holding statement of points in notice of appeal sufficient B. holding failure to timely file statement of points does not forfeit issues on appeal C. holding failure to file statement of points is no bar to appeal D. holding an argument to be waived for inadequate briefing and failure to raise the issue in the statement of points on appeal E. holding failure to raise issue in statement of points does not forfeit it on appeal

assistant: The best answer is A. holding statement of points in notice of appeal sufficient
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: Error If a “[federal] court finds that the state court engaged in an unreasonable application of established law, resulting in constitutional error, it must next consider whether such error was harmless.” Howard, 406 F.3d at 122 (citations omitted). Asked must be whether the application of the law “had substantial and injurious effect or influence in determining the jury’s verdict.” O’Neal v. McAninch, 513 U.S. 432, 115 S.Ct. 992, 994, 130 L.Ed.2d 947 (1995) (citations omitted). “When a [federal judge in a habeas proceeding] has grave doubt about whether a trial error ... had substantial and injurious effect or influence in determining the jury’s verdict, that error is not harmless. And; the petitioner must win.” Wood v. Ercole, 644 F.3d 83, 99 (2d Cir. 2011) (citations omitted) (<HOLDING>). V. Plea Agreements Plea bargaining, defined Options: A. holding that statute allowing videotaped testimony of child witnesses at trial violated state constitutional right of confrontation but not sixth amendment right B. holding that any error was harmless and thus not plain error C. holding that trial counsel was not ineffective when he failed to introduce defendants prior consistent statement statement was not admissible because it was made after defendant had been arrested clearly not a time when the effect of the statement could not have been foreseen D. holding that petitioners videotaped statement made after he invoked his right to counsel was wrongfully admitted at trial and not harmless error E. holding that defendants statements not admissible once he had invoked right to counsel without proof of waiver

assistant: The best answer is D. holding that petitioners videotaped statement made after he invoked his right to counsel was wrongfully admitted at trial and not harmless error
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: that a parent’s statutory duty to provide his or her children with necessaries evidences the Legislature’s intent to grant trial courts broad discretion to assess attorney’s fees as child support. Id. at 703-05. The court of appeals further held that there was insufficient evidence to support the trial court’s finding that the attorney’s fees awarded to Thomas were reasonable, reversing on that issue and remanding the case to the trial court for a determination of reasonable attorney’s fees. Id. at 714. In this Court, Tucker has pursued only the issue of whether Thomas’s attorney’s fees could be awarded as additional child support, and we granted his petition to resolve the disagreement among the courts of appeals. 56 Tex. Sup.Ct. J. 100-01 (Nov. 16, 2012). Compare 405 S.W.3d at 714 (<HOLDING>), with, e.g., In re Moers, 104 S.W.3d 609, 612 Options: A. holding the family court properly awarded a wife attorneys fees incurred as the result of her husbands contempt B. holding in nonenforcement modification suit that court of continuing jurisdiction may order one parent to pay the reasonable attorneys fees of the other parent as additional child support if the fees are necessaries for the benefit of the children C. holding that attorneys fees and costs may not be awarded as child support when they are incurred in a suit to modify the parentchild relationship that does not involve the enforcement of a child support obligation D. holding that attorneys fees incurred in a nonenforcement modification suit can be awarded as additional child support under the family code E. holding in nonenforcement modification suit that court of continuing jurisdiction did not abuse its discretion in ordering father to pay reasonable attorneys fees incurred by mother as necessaries for the children

assistant: The best answer is D. holding that attorneys fees incurred in a nonenforcement modification suit can be awarded as additional child support under the family code
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: quotation marks omitted). Stinger contends that the arbitration provisions are unconscionable because (1) they are contracts of adhesion imposed by a party with superior bargaining power; (2) he had no meaningful choice about whether to accept them because all credit cards contain similar provisions and he is a business traveler who needs a credit card; and (3) Chase’s amendment of the arbitra tion agreements by enclosing new terms along with his credit card bills constituted unfair surprise. However, the cases Stinger cites in support of his argument are neither binding on this court nor factually similar to this case, and Stinger’s arguments ar ase and Stinger was not unconscionable. III. CONCLUSION Stinger and Chase entered into a valid agreement to arbi ptr.2d 845, 850-51 (1991) (<HOLDING>); A & M Produce Co. v. FMC Corp., 135 Options: A. holding that a 746 percent error rate is unacceptably high B. holding that 1322b2 prohibits modification of the interest rate on the loan on the debtors principal residence C. holding that the proper rate for prejudgment interest is the rate fixed by the parties in a contract D. holding alleged contract to make 500000 line of credit available failed for indefiniteness when no evidence was introduced regarding interest rate of alleged loan or repayment terms E. holding unconscionable loan terms with an extraordinarily high interest rate

assistant: The best answer is E. holding unconscionable loan terms with an extraordinarily high interest rate
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: At the Closing, the Company shall reimburse Buyer for expenses incurred by them in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other agreements to be executed in connection herewith (“ Documents ”), including, without limitation, reasonable attorneys’ and consultants’ fees and expenses, transfer agent fees, fees for stock quotation services, fees relating to any amendments or modifications of the Documents or any consents or waivers of provisions in the Documents, fees for the preparation of opinions of counsel, escrow fees, and costs of restructuring the transactions contemplated by the Documents to a maximum of US$10,000. If requested, the Company must pay these fees directly, otherwise the Company must make immediate payment for reimbursement to the Buyer for all fees and expenses immediately upon written notice by the. The Buyer may deduct all such fees and expenses from the Purchase Price of the Note when funded.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: where the-plaintiff seeks to subject private parties to § 1983 liability by bestowing on them the title of state actors. The instant case does not involve a situation where the State has “ ‘so far insinuated itself into a position of interdependence with the [private party] that it was a joint participant in the enterprise.’ ” Harvey, 949 F.2d at 1131 (quoting NBC ¶. Communications Workers of Am., AFL-CIO, 860 F.2d 1022, 1026 (11th Cir.1988) (citation omitted)). The Eleventh Circuit in Harvey, confronting facts similar to the case at bar and the issue of whether involuntary commitment by private parties may be considered state action, found an insufficient nexus between the defendants, a private hospital and private physicians, and the State. See id.; see also Rockwell, 26 F.3d at 258 (<HOLDING>). The court observed that “[b]oth the Supreme Options: A. holding that ccmc and its employees were not state actors under either the symbiotic relationship or close nexus test B. holding that massachusetts statute did not create a sufficiently close nexus between private hospital and the state to warrant labeling private actors state actors C. holding that foster parents are not state actors D. holding private actors are not acting under the color of state law for the purposes of section 1983 liability E. holding that private hospital and physicians who involuntarily committed plaintiff under massachusetts statute were not state actors noting that state regulation even if extensive and receipt of federal funds do not establish state action

assistant: The best answer is B. holding that massachusetts statute did not create a sufficiently close nexus between private hospital and the state to warrant labeling private actors state actors
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: unless otherwise set forth in the terms of any promotion , all pricing promotions or discounts will apply to the initial period of the subscription , and any renewals will be charged at the rate in effect at the time of renewal for the type of subscription purchased .

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: So long as the Executive is employed by the Company pursuant to this Agreement, he shall be eligible for the following benefits to the extent available to senior executives of the Company or by virtue of his position, tenure, salary and other qualifications. Any eligibility shall be subject to and in accordance with the terms and conditions of the Company’s or Parent’s benefits policies and applicable plans (including as to deductibles, premium sharing, co-payments or other cost-splitting arrangements).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as provided in Section 10 , any other dispute arising out of or asserting breach of this Agreement, or any statutory or common law claim by the Executive relating to the Executive’s employment under this Agreement or the termination thereof (including any tort or discrimination claim), shall be exclusively resolved by binding statutory arbitration in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association. Such arbitration process shall take place in Indianapolis, Indiana. A court of competent jurisdiction may enter judgment upon the arbitrator’s award. Each party shall pay the costs and expenses of arbitration (including fees and disbursements of counsel) incurred by such party in connection with any dispute arising out of or asserting breach of 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: to reconcile with the strict jurisdictional construction given § 6511(a) by recent decisions of the Supreme Court. See Brockamp, 519 U.S. 347, 117 S.Ct. at 851-52; Dalm, 494 U.S. at 608-10, 110 S.Ct. 1361. 26 . Lewis, a decision of the former Court of Claims, is binding precedent not only for this court, but also the Federal Circuit, unless overruled by that court sitting en banc. South Corp. v. United States, 690 F.2d 1368 (Fed.Cir.1982). By orders dated July 6 and July 23, 1998, the court directed Steleo to provide pointed citations to obligatory authorities, if any, demonstrating that this court may exercise jurisdiction over a prematurely filed tax refund suit. However, Steleo has cited, and we have found, no authority contrary to Lewis. 27 . See RHI Holdings, 142 F.3d at 1462 (<HOLDING>) (citing Brockamp, 519 U.S. 347, 117 S.Ct. at Options: A. holding the implied warranty is implied in all residential leases in california B. recognizing exception C. recognizing the rule and the exception but holding facts did not support claim to exception D. recognizing such an exception E. holding that 6532a1 contains no implied equitable exception

assistant: The best answer is E. holding that 6532a1 contains no implied equitable exception
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: From time to time after the date hereof, without further consideration, the Partnership and the Purchaser shall use their commercially reasonable efforts to take, or cause to be taken, all actions necessary or appropriate to consummate the transactions contemplated by this Agreement.

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: mention a licensing requirement. See 31 C.F.R. § 560.206. Rather, it prohibits transactions “[ejxcept as otherwise authorized pursuant to this part.” Id. These authorizations include licenses as well as other exemptions. See, e.g., 31 C.F.R. § 560.210 (“Exempt transactions”). Accordingly, we conclude that “willfulness” under IEEPA requires the government to prove beyond a reasonable doubt that the defendant acted with knowledge “that his conduct was unlawful,” Bryan, 524 U.S. at 186, 118 S.Ct. 1939, but not that the defendant was aware of a specific licensing requirement. In so holding, we join those of our sister circuits to have considered and rejected analogous challenges under IEEPA. See United States v. Homa Int'l Trading Corp., 387 F.3d 144, 147 & n. 2 (2d Cir. 2004) (per curiam) (<HOLDING>); United States v. Dien Duc Huynh, 246 F.3d Options: A. holding that the district court correctly declined to instruct the jury that the government was required to prove as an element of the offense that the defendant did not intend to establish a life with his wife B. holding that to support a conviction for willful violation of ieepa and the itr the government was not required to prove thatdefendant knew he was not a depository institution entitled to avail itself of an expressed exception to the embargo because the law does not require such a negative finding by the jury to establish willfulness C. holding that the government did not have to prove that the defendant knew that his acts violated the clean water act but merely that he was aware of the conduct that resulted in the permits violation D. holding that apprendi does not require the government to prove that defendant knew type and amount of controlled substance E. holding that while the government was required to prove that the defendants phone call crossed a state line the government did not need to prove that the defendant knew of the interstate nexus

assistant: The best answer is B. holding that to support a conviction for willful violation of ieepa and the itr the government was not required to prove thatdefendant knew he was not a depository institution entitled to avail itself of an expressed exception to the embargo because the law does not require such a negative finding by the jury to establish willfulness
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 owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens (except for Liens created under or expressly permitted by the RBL Credit Agreement and the Second Lien Credit Agreement), and all of the issued and outstanding shares of capital stock or other equity interests of each Subsidiary have been validly issued, are fully paid and nonassessable (except in the case of any Subsidiary that is a limited liability company, as such nonassessability may be affected by the applicable limited liability company Law) and were not issued in violation of any preemptive or similar rights to subscribe for or purchase securities. None of the Company’s Subsidiaries is currently prohibited, directly or indirectly, from paying any dividends or distributions to the Company, from making any other distribution on such Subsidiary’s capital stock or other equity securities, from repaying to the Company any loans or advances to such Subsidiary from the Company or from transferring any of such Subsidiary’s property or assets to the Company or any other Subsidiary of the Company, except for (i) such prohibitions under applicable Law, applicable organizational or charter documents, the RBL Credit Agreement or the Second Lien Credit Agreement, (ii) restrictions on the subletting, assignment or transfer of any property, right or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license or other similar contract and (iii) other restrictions incurred in the ordinary course of business under agreements or instruments not relating to indebtedness of the Company or any of its Subsidiaries.

assistant: Subsidiaries
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 Dividend Equivalent (i) shall become payable if and when the RSU to which such Dividend Equivalent relates becomes Fully Vested, and (ii) shall be paid in cash, unless otherwise determined by the Committee, at the time of settlement of the underlying RSU in an amount equal to the total dividends per Share with applicable record dates occurring over the period during which such Dividend Equivalent was outstanding. If the RSU linked to a Dividend Equivalent fails to Fully Vest and is forfeited for any reason, then (x) the linked Dividend Equivalent shall be forfeited as well; (y) any amounts otherwise payable in respect of such Dividend Equivalent shall be forfeited without payment; and (z) the Company shall have no further obligations in respect of such Dividend Equivalent. The Participant shall not be entitled to any payment under a Dividend Equivalent with respect to any dividend with an applicable record date that occurs prior to the Grant Date or after the termination of the underlying RSU for any reason, whether due to payment, forfeiture of the RSU or otherwise. Dividend Equivalents and any amounts that may become distributable in respect thereof shall be treated separately from the RSUs and the rights arising in connection therewith for purposes of the designation of time and form of payments required by Code Section 409A.

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 following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 376 U.S. 356 84 S.Ct. 783 11 L.Ed.2d 755 MICHAELS ENTERPRISES, INC., et al.v.UNITED STATES. No. 571. March 9, 1964. Morris A. Shenker and Murry L. Randall, for petitioners. Solicitor General Cox, Assistant Attorney General Miller and Beatrice Rosenberg, for the United States. PER CURIAM. 1 Petitioner James A. Michaels, Jr., is president of petitioner Michaels Enterprises, Inc., a corporate retail dealer in alcoholic beverages. Petitioners were convicted by a jury in the Eastern District of Missouri on both counts of a two-count indictment. The first count charged them with failure to 'produce' or to 'preserve' certain purchase records, in violation of 72 Stat. 1400, 26 U.S.C. § 5603(b)(5). The second count charged them with failure 'to keep' certain purchase records or 'make required entries therein' in violation of 72 Stat. 1400, 26 U.S.C. § 5603(b)(1). Petitioner James A. Michaels, Jr., was sentenced to imprisonment for one year and fined $1,000 on the first count;* he was fined an additional $1,000 on the second count. Petitioner Michaels Enterprises, Inc., was fined $1,000 on each of the two counts. 2 The critical issue, as we see it, is whether the record contains sufficient evidence of violations of the two counts to support the imposition of nonconcurrent sentences. The Court of Appeals for the Eighth Circuit refused to consider the 'question of sufficiency of the evidence to support the verdict,' on the ground that petitioners 'did not move for an acquittal at the close of all the evidence.' 321 F.2d 913, 917. The record clearly shows, however, that petitioners did move for 'judgment of acquittal at the close of all the evidence,' as well as 'at the close of the government's case.' 3 The writ of certiorari is granted, the judgment of the Court of Appeals is vacated, and the case is remanded to that court for consideration of the sufficiency of the evidence. 4 It is so ordered. 5 Judgment vacated and case remanded. * This is the maximum penalty provided by the statute.

assistant: 1
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 General Release and the Confidentiality Agreement (as defined in the Employment Agreement) sets forth the entire agreement between the parties hereto and fully supersedes any prior agreements or understandings between the parties; provided , however , that notwithstanding anything in this Agreement and General Release, the provisions in the Employment Agreement which are intended to survive termination of the Employment Agreement, including but not limited to those contained in Section 11 thereof, shall survive and continue in full force and effect. Employee acknowledges Executive has not relied on any representations, promises, or agreements of any kind made to Executive in connection with Executive’s decision to accept this Agreement and General Release.

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 constitutes the entire agreement between the parties hereto with regard to the subject matter hereof. The terms of this Agreement shall supersede any and all other agreements, representations or understandings (whether oral or written, and whether express or implied) relating to the subject matter hereof.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: that a jury would be unlikely to accept an insanity defense. Under these circumstances, Zorbaugh’s decision, unlike the dereliction of the defense attorney in Gray, can be said to be a “strategic choice against pursuing a certain line of investigation,” because Zorbaugh was already in possession of “the facts on which such a decision could be made.” Gray, 878 F.2d at 711. Cf. Jones v. Page, 76 F.3d 831, 843 (7th Cir.1996) (“[i]f it is reasonable in the circumstances not to conduct a particular investigation, [a] lawyer’s failure to do so will not establish ineffective representation”) (quoting Earl v. Israel, 765 F.2d 91, 93 (7th Cir.), cert. denied, 474 U.S. 951, 106 S.Ct. 350, 88 L.Ed.2d 300 (1985)) (emendations in original); Crisp v. Duckworth, 743 F.2d 580, 583 (7th Cir.1984) (<HOLDING>), cert. denied, 469 U.S. 1226, 105 S.Ct. 1221, Options: A. holding that there is no constitutional duty to do a better investigation and that a decision not to conduct a more thorough investigation does not invade an accuseds rights B. holding abuse of discretion is the proper standard for reviewing award of attorney fees in patent cases although questions of law may in some cases be relevant C. recognizing that miranda warnings are unnecessary for the investigation of routine traffic offenses D. recognizing that there may be unusual cases when an attorney can make a rational decision that investigation is unnecessary E. holding that motions for summary judgment in patent cases must be considered with unusual caution

assistant: The best answer is D. recognizing that there may be unusual cases when an attorney can make a rational decision that investigation is unnecessary