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: After the Separation Date, Employee agrees to cooperate with the Company, including its representatives and attorneys, to provide information or testimony that may relate to the Company or to matters within the Employee’s knowledge, if called upon by the Company to do so, for purposes related to any lawsuits, proceedings, administrative actions, public filings, or to provide other factual information in preparation or anticipation of any such matter, or to assist with other internal or external Company matters. Employee shall not receive compensation for providing such cooperation, but if such cooperation is requested by the Company, Employee shall be entitled to reimbursement from the Company for reasonable out-of-pocket expenses that are necessarily and reasonably incurred as a result of providing such cooperation, including for example, airfare, hotel, and related travel expenses, if travel is requested. If Employee is asked by any person other than the Company (or its representatives or attorneys) to provide information or testimony related to any matter connected to his employment or the Company, Employee agrees to provide advance notice to the Company and to take all reasonable steps to ensure that the Company has an opportunity to respond and/or to participate in such proceedings, except that Employee need not provide advance notice to the Company before participating in any whistleblower investigation/proceeding before a government agency. If Employee is providing testimony for any reason whatsoever, Employee agrees that he shall give only truthful testimony and shall provide only truthful information, to the best of his knowledge.

assistant: Cooperation
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 invalidity, illegality or unenforceability of one or more of the provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of this Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by Law.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: (in order to preserve Crawford argument, defendant was required to object to admissibility on Sixth Amendment Confrontation Clause grounds). 4 . "Hearsay” is a statement, other than one made by the declarant while testifying at the trial or hearing, offered in evidence to prove the truth of the matter asserted. See Pa.R.E. 801(c). Generally, hearsay evidence is not admissible. See Pa.R.E. 802. 5 . Appellant urges this Court to address the merits of his ineffective assistance claims because the record is sufficient to allow review of these claims. In the past, we have addressed ineffectiveness claims on direct appeal where the record was complete for review and the trial court authored an opinion addressing the claims. See Commonwealth v. Causey, 833 A.2d 165 (Pa.Super.2003) (<HOLDING>). Yet, even if we assume, in arguendo, that the Options: A. holding the defendants claim that he was denied the right to testify was appropriate for direct review when the record was adequately developed to permit full consideration of the defendants claim the pertinent facts were undisputed a pcr hearing was not necessary to resolve a factual dispute and would not aid in the application of the law and the defendants claim was presented not as an ineffective assistance of counsel claim but rather as an error committed by the trial court in excluding the defendants testimony which was not an appropriate basis for an ineffective assistance of counsel claim B. holding that grant did not require dismissal of a claim that counsel was ineffective in failing to challenge sufficiency of the evidence where record was complete and the trial court drafted an opinion addressing this claim C. holding that counsel was not ineffective for failing to present mitigating evidence at sentencing because the trial record clearly indicated that the sentencing judge was aware of many of the mitigators that counsel was presenting to this court on appeal D. holding that the postconviction court erred in finding the ineffective assistance of counsel claim proeedurally barred because the courts opinion did not comment specifically on the ineffective counsel argument and the overall holding that the evidence was sufficient to support the jurys verdict could not be viewed as an adjudication on the merits of the ineffective assistance claim E. holding that where trial counsel was not ineffective appellate counsel was not ineffective for failing to raise claim of ineffectiveness of trial counsel

assistant: The best answer is B. holding that grant did not require dismissal of a claim that counsel was ineffective in failing to challenge sufficiency of the evidence where record was complete and the trial court drafted an opinion addressing this claim
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 Guarantor hereby guarantees that payments hereunder will be paid to the Purchaser without set-off or counterclaim in U.S. dollars at the address set forth or referred to in the Signature Pages to the Purchase Agreement.

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 legal provision and list the applicable contract clause categories. Provision: This Amendment may be executed in any number of counterparts with the same effect as if all signing Parties had signed the same document. All counterparts shall be construed together and constitute the same instrument. A signature page to this Amendment or any other document prepared in connection with the transactions contemplated hereby which contains a copy of a Party’s signature and which is sent by such Party or its agent with the apparent intention (as reasonably evidenced by the actions of such Party or its agent) that it constitute such Party’s execution and delivery of this Amendment or such other document, including a document sent by facsimile transmission or by email in portable document format (pdf), shall have the same effect as if such Party had executed and delivered an original of this Amendment or such other document. Minor variations in the form of the signature page, including footers from earlier versions of this Amendment or any such other document, shall be disregarded in determining the Party’s intent or the effectiveness of such signature.

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 legal provision and list the applicable contract clause categories. Provision: All notices and other communications provided for hereunder (a) shall be given in the form and manner set forth in the Note and (b) shall be delivered (i) in the case of notice or other communications to the Grantors, by delivery of such notice to the Grantors at their address, facsimile number or e-mail address specified in the Note or at such other address, facsimile number or e-mail address as shall be designated by a Company in a written notice to the Secured Party in accordance with the provisions thereof or (ii) in the case of notice or other communications to the Secured Party, by delivery of such notice to the Secured Party to its address, facsimile number or e-mail address set forth below or at such other address as shall be designated by the Secured Party in a written notice to the Grantors.

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: v. Ashcroft, 381 F.3d 942, 945 (9th Cir.2004) (“The critical question is ... whether circumstances have changed sufficiently that a petitioner who previously did not have a legitimate claim for asylum now has a well-founded fear of future persecution.”). Tedja also contends the BIA violated due process because it did not allow her to present evidence of changed circumstances in an evidentiary hearing. Because the BIA did not abuse its discretion in denying the motion to reopen, her due process contention fails. See 8 U.S.C. § 1229a(c)(7) (stating that motion to reopen shall state the new facts that will be proven at a hearing to be held if the motion is granted, and shall be supported by affidavits or other evidentiary material); see also Lata v. INS, 204 F.3d 1241, 1246 (9th Cir.2000) (<HOLDING>). PETITION FOR REVIEW DENIED. ** This Options: A. holding petitioner must demonstrate error and substantial prejudice to prevail on a due process claim B. holding that a petitioner must show prejudice in order to prevail on a claim that he or she was denied a full and fair hearing in violation of due process C. holding that an alien must show error and substantial prejudice in order to prevail on a due process claim D. holding that an alien must establish that he was prejudiced by the alleged error in order to prevail on a due process claim E. holding that to prevail on a claim that an immigration hearing was procedurally insufficient the petitioner must demonstrate prejudice

assistant: The best answer is A. holding petitioner must demonstrate error and substantial prejudice to prevail on a due process claim
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 shall pay to the Executive an annual salary (the " Base Salary ") at a rate of no less than $515,000 per year, payable in substantially equal installments at such intervals as may be determined by the Company in accordance with the Company's then current ordinary payroll practices as established from time to time. The Base Salary shall be reviewed in good faith by the Compensation Committee of the Board (the " Compensation Committee "), based upon the Executive's performance, not less often than annually.

assistant: Base Salary
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 set forth to the contrary in this Agreement, all notices, requests, or consents provided for or permitted to be given under this Agreement must be in writing and must be given either by depositing that writing in the United States mail, addressed to the recipient, postage paid, and registered or certified with return receipt requested or by delivering that writing to the recipient in person, by courier, by electronic transmission, or by facsimile transmission; and a notice, request, or consent given under this Agreement is effective on receipt by the Person to receive it or, in the case of electronic transmission, upon receipt of any non-automated response. All notices, requests, and consents to be sent to a Member must be sent to or made at the addresses given for that Member on Exhibit 3.1 or such other address as that Member may specify by notice to the other Members. All notices, requests, and consents to be sent to the Company must be sent to or made at the address of the Company’s principal place of business or such other address as set forth in Exhibit 3.1 , or as the Company may specify by notice to the Members.

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: first, that under New Jersey law a plaintiff assumes the risk of voluntarily participating in a sporting activities, citing Meistrich v. Casino Arena Attractions, Inc., 31 N.J. 44, 155 A.2d 90 (1959) and Pona v. Blvd. Arena, 35 N.J.Super. 148, 113 A.2d 529 (App.Div.1955), and that Buglioli voluntarily participated in a “cat and mouse game.” These cases provide no defense. First, the court knows of no decision after New Jersey adopted its comparative negligence statute interposing “assumption of risk” as a complete defense in a negligence action. To the contrary, a recent case arising from a contact sport accident formulated an appropriate rule by adjusting the standard of care, not by finding “assumption of risk.” See, e.g., Crawn v. Campo, 257 N.J.Super. 374, 608 A.2d 465 (1992) (<HOLDING>). Second, the court finds no New Jersey case Options: A. holding prison official must have acted with reckless disregard for the inmates safety B. holding no evidence of reckless disregard for safety of others when officer entered intersection without stopping and witness did not hear brakes being applied C. holding that an unlawful act committed with the intent to injure or in a grossly negligent manner that proximately causes death is involuntary manslaughter and that criminal liability is imposed in the latter instance because although the defendants acts are not inherently wrong the defendant has acted or failed to act with awareness of the risk to safety and in wilful disregard of the safety of others D. holding in actions arising from a contact sport accident plaintiff must show defendant acted in reckless disregard of the safety of others or intentionally E. holding that cjulpable negligence is negligence of a gross and flagrant character which evinces a reckless disregard for the safety of others

assistant: The best answer is D. holding in actions arising from a contact sport accident plaintiff must show defendant acted in reckless disregard of the safety of others or intentionally
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 consideration of Executive’s service to the Company, its promise to arbitrate all employment related disputes and Executive’s receipt of the compensation, pay raises and other benefits paid to Executive by the Company, at present and in the future, Executive agrees that any and all controversies, claims, or disputes with anyone (including the Company and any employee, officer, director, shareholder or benefit plan of the Company in their capacity as such or otherwise) arising out of, relating to, or resulting from Executive’s service to the Company under the Agreement or otherwise or the termination of Executive’s service with the Company, including any breach of this Agreement, shall be subject to binding arbitration under the Arbitration Rules set forth in California Code of Civil Procedure Section 1280 through 1294.2, including Section 1283.05 (the “ Rules ”) and pursuant to California law. Disputes which Executive agrees to arbitrate, and thereby agrees to wave any right to a trial by jury, include any statutory claims under state or federal law, including, but not limited to, claims under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act, the California Fair Employment and Housing Act, the California Labor Code, claims of harassment, discrimination or wrongful termination and any statutory claims. Executive further understands that this Agreement to arbitrate also applies to any disputes that the Company may have with Executive.

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 ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87, as amended, or any successor thereto) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than $10,000,000 the fair market value of the assets of all such underfunded Plans.

assistant: Erisa
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 Executive dies during the Employment Period, this Agreement and the Executive's employment with the Company shall automatically terminate and the Company shall have no further obligations to the Executive or his heirs, administrators or executors with respect to compensation and benefits accruing thereafter, except for the obligation to pay to the Executive's heirs, administrators or executors (i) any earned but unpaid Base Salary up to and through the date of termination (within fourteen (14) days following termination), (ii) any earned but unpaid Incentive Compensation under the terms set forth in Section 5(a); (iii) any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities for the Company up to and through the date of termination, and (iv) any benefits provided under the Company's employee benefit plans pursuant to, and in accordance with, the terms of such plans through the date of termination (including, without limitation, any death benefit or disability benefit plans or programs) (collectively, the "Accrued Obligations"). The Company shall deduct, from all payments made hereunder, all applicable taxes, including income tax, FICA and FUTA, and other appropriate deductions.

assistant: Death
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: Attached hereto as Schedule 11(A) in proper form for filing with the United States Patent and Trademark Office is a schedule setting forth, with respect to each Grantor, each patent (including each patent application) owned by such Grantor, and the name of the registered owner, type, registration or application number and the expiration date (if already registered) thereof. Also set forth on Schedule 11(A) is a schedule setting forth all patent licenses granted to any Grantor.

assistant: Intellectual Property
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 allow or require a health-care provider to make a disclosure. Health-care providers must report actual or suspected cases of child neglect or abuse. See NMSA 1978, § 32A-4-3(A) (1997). Such reports are not subject to the psychotherapist-patient privilege insofar as they are communications that the therapist is “required by statute to report to a public employee or state agency.” See Rule 11-504(D)(4), NMRA 1997. There is an exception for disclosures which are necessary to protect against dangers that patients may pose to themselves or others. See §§ 61-9A-27(B), 61-31-24(B) (allowing for disclosure of confidential information that reveals contemplation of crime or harmful act or indicates that person was victim of crime required to be reported by law); Clinger, 446 N.Y.S.2d at 805 (<HOLDING>). Rule 11-504(D) also lists specific exceptions Options: A. holding that fair use is an affirmative defense B. recognizing that necessity of disclosing information to protect against danger that patient poses to himself or others may provide affirmative defense to wrongful disclosure claim C. holding that the disclosure is a public disclosure within the meaning of the fca if the the prior public disclosure contained enough information to enable the government to pursue an investigation against the defendant D. recognizing laches as an affirmative defense E. recognizing the affirmative defense of usury

assistant: The best answer is B. recognizing that necessity of disclosing information to protect against danger that patient poses to himself or others may provide affirmative defense to wrongful disclosure claim
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: There is no current legal action, suit, arbitration or other legal, administrative or other governmental proceeding pending or, to the knowledge of Acquiring Entity, threatened against or affecting Acquiring Entity or Department of Coffee and Social Affairs Limited or any of their respective properties, assets or businesses and, to the knowledge of Acquiring Entity, there is no incident, transaction, occurrence or circumstance that might reasonably be expected to result in or form the basis for any such action, suit, arbitration or other proceeding. Neither Acquiring Entity nor Department of Coffee and Social Affairs Limited is in default with respect to any order, writ, judgment, injunction, decree, determination or award of any court or any governmental agency or instrumentality or arbitration authority.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If a Disputed Claim is made with respect to a termination of employment occurring during a period beginning on the date of a Change in Control and ending 24 months thereafter, the Participant shall be entitled to reimbursement of Attorneys’ Fees, whether or not the Participant obtains a Judgment or Award. Such reimbursement shall be made on a “pay-as-you-go” basis, as soon as practicable after presentation to the Company in writing of any periodic statements for Attorneys’ Fees, but in no event later than the last day of the Participant’s taxable year following the taxable year in which the applicable Attorneys’ Fees were incurred.

assistant: Change In Control
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 rights and interests of the Grantee under this Agreement may not be sold, assigned, encumbered or otherwise transferred except, in the event of the death of the Grantee, by will or by the laws of descent and distribution. In the event of any attempt by the Grantee to alienate, assign, pledge, hypothecate, or otherwise dispose of the RSUs or any right hereunder, or in the event of the levy or any attachment, execution or similar process upon the rights or interests hereby conferred, the Company may terminate the RSUs by notice to the Grantee, and the RSUs and all rights hereunder shall thereupon become null and void. The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company and to the Company’s parents, subsidiaries, and affiliates. This Agreement may be assigned by the Company without the Grantee’s consent.

assistant: Assignments
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 Guaranty shall remain in full force and effect with respect to each Guarantor until the earlier of (a) with respect to SXL, the execution and delivery to the Administrative Agent of one or more assignments, assumptions, agreements or other documentation (each in form and substance reasonably acceptable to the Administrative Agent) pursuant to which, when taken as a whole, the Borrower will acquire substantially all of the assets and assume substantially all of the liabilities of SXL and (b) with respect to each Guarantor, indefeasible payment in full of the Guarantied Obligations and the termination or cancellation of all Guarantied Documents in accordance with their respective terms.

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

user: Recipient agrees that if it or any of its Representatives are required by law, by a court or by other governmental or regulatory authorities (including, without limitation, by oral question, interrogatory, request for information or documents, subpoena, civil or criminal investigative demand or other process) to disclose any of Disclosing Party’s Information, Recipient shall provide Disclosing Party with prompt notice of any such request or requirement, to the extent permitted to do so by applicable law, so that Disclosing Party may seek an appropriate protective order or waive compliance with the provisions of this Non-Disclosure Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: This fact is significant because, in Pennsylvania, with only a specified exception; a claim against an attorney for either legal malpractice or breach of an attorney-client agreement, must be asserted by the attorney’s actual client. See Guy v. Liederbach, 501 Pa. 47, 459 A.2d 744, 748 (1988) (plurality); Cost v. Cost, 450 Pa.Super. 685, 677 A.2d 1250, 1253-54 (1996). The only exception to this rule is for a “narrow class of third party beneficiaries,” specifically, for named legatees of a will, whose legacies have failed as a result of attorney malpractice. Guy, 459 A.2d at 746-52. Otherwise, the requirement of a relationship between the defendant attorney and the plaintiff client remains. See Cost, 677 A.2d at 1254; see also Florentino v. Rapoport, 693 A.2d 208, 212 (Pa.Super.1997) (<HOLDING>). ¶ 29 For the above reasons, we conclude that Options: A. recognizing viability of malfunction theory in pennsylvania B. holding that normal attorneyclient relationship does not bar rule 60b relief when the evidence is clear that the attorney and his client were not acting as one C. holding that in pennsylvania an individual who has taken part in an attorneyclient relationship may sue his attorney for malpractice under either a trespass or assumpsit theory D. holding that a defendant must demonstrate that the governments intrusion upon his relationship with his attorney created a possibility of either injury to his defense or benefit to the government in order to establish a violation of the right to counsel E. holding that there is no right to a meaningful attorneyclient relationship

assistant: The best answer is C. holding that in pennsylvania an individual who has taken part in an attorneyclient relationship may sue his attorney for malpractice under either a trespass or assumpsit theory
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: that the prosecutor lied to the jury about Abdur’Rahman’s culpability by arguing that the defense’s theory that the SEGM orchestrated the killing was “bunk.” The district court rejected the claim on the merits. Id. at *6-9. Seventh, Abdur’Rah-man charged that the prosecutor showed the jury an indictment against Abdur’Rah-man for robbery in violation of a trial court order. The district court also addressed the merits of this claim. Id. at *18. Martinez 'does not apply to claims that were fully adjudicated on the merits in state court because those claims are, by definition, not procedurally defaulted. Detrich v. Ryan, 740 F.3d 1237, 1246 (9th Cir.2013) (en banc), cert. denied, — U.S. -, 134 S.Ct. 2662, 189 L.Ed.2d 230 (2014); see also Dansby v. Hobbs, 766 F.3d 809, 840 (8th Cir.2014) (<HOLDING>), cert. denied, — U.S. -, 136 S.Ct. 297, 193 Options: A. holding that martinez did not apply to ineffective assistance of counsel subclaims that were not defaulted by postconviction counsel B. holding that the defendants ineffective assistance of counsel claims which were raised in a motion for a new trial and challenged on direct appeal were not barred in postconviction by the doctrine of res judicata because the defendants conviction and sentence were affirmed without a written opinion expressly addressing the claims of ineffective assistance of counsel C. holding that martinez did not apply to case where ineffective assistance of trial counsel claims were reviewed on the merits in a 2254 proceeding D. holding that where trial counsel was not ineffective appellate counsel was not ineffective for failing to raise claim of ineffectiveness of trial counsel E. recognizing a constitutional claim for ineffective assistance of counsel

assistant: The best answer is A. holding that martinez did not apply to ineffective assistance of counsel subclaims that were not defaulted by postconviction counsel
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as set forth below, at all times from the Closing Date through that date which is three (3) years after the termination or expiration of this Agreement, each of Assignee and Assignor will maintain product liability and other insurance for itself in amounts, respectively, which are reasonable and customary for companies of comparable size (a) with respect to Assignor, in the portions of the Brand Business (as defined in the MIPA) that Assignor is retaining, and (b) with respect to Assignee, the Acquired Business; provided , however , that the parties hereto acknowledge and agree that if Assignee (x) adds the Acquired Business to its umbrella insurance policy as in effect on the date hereof and (y) maintains at least the same level of coverage thereunder as in effect on the date hereof, then such umbrella insurance policy shall be deemed to satisfy the requirement set forth in this Section 5.7 . Assignee shall provide Assignor and Assignor shall provide Assignee with written proof of such insurance upon request.

assistant: Insurances
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 show that qualified immunity should not apply.” Id. To overcome qualified immunity, Plaintiffs must show that: “(1) the defendant violated a constitutional right, and (2) this right was clearly established at the time of the alleged violation.” Holloman ex rel. Holloman v. Harland, 370 F.3d 1252, 1264 (11th Cir.2004). We may consider these questions in any order. See Ashcroft v. al-Kidd, 563 U.S.-, 131 S.Ct. 2074, 2080, 179 L.Ed.2d 1149 (2011). B. The Over-Detention Claims As for the over-detention claims, the Due Process Clause of the Fourteenth Amendment guarantees to individuals the right to be free from excessive continued detention after a jail or prison ceases to have a legal right to detain the individual. See Cannon v. Macon Cnty., 1 F.3d 1558, 1562-63 (11th Cir.1993) (<HOLDING>); Douthit v. Jones, 619 F.2d 527, 532 (5th Options: A. holding that there is no substantive due process right under the fourteenth amendment to be free from malicious prosecution B. holding that the fourteenth amendment incorporated the sixth amendment right to counsel C. recognizing that the sixth amendment guarantees the right to effective assistance of counsel D. recognizing that the sixth amendment guarantees a defendant the right to counsel and the right to waive counsel E. holding that the fourteenth amendment guarantees the right to be free from continued detention after it was or should have been known that the detainee was entitled to release

assistant: The best answer is E. holding that the fourteenth amendment guarantees the right to be free from continued detention after it was or should have been known that the detainee was entitled to release
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: 65 L.Ed.2d 66 (1980). “If such ‘factors of profitability’ arising ‘from the operation of the business as a whole’ exist and evidence the operation of a unitary business, a state can gain a justification for its tax consideration of value that has no other connection with that state.” Woolworth, 458 U.S. at 364, 102 S.Ct. at 3135. The Court has not limited its analysis of unitary business to these three factors. As another indication of prime importance, the Court has identified the degree to which goods flow between a subsidiary and the parent or between various branches of a single corporation. Obviously, the greater the flow of raw materials or products between entities involved, the greater is the likelihood that corporate unity exists. See Exxon, 447 U.S. at 225, 100 S.Ct. at 2121 (<HOLDING>). In contrast, the likelihood of the existence Options: A. recognizing that limited liability does not protect corporate officers who may be liable as joint tortfeasors for acts committed in the regular course of the corporations business B. holding that a corporations principal place of business for determining diversity jurisdiction under 28 usc 1332c1 is the nerve center meaning the corporations headquarters or the place where a corporations officers direct control and coordinate the corporations activities C. holding that corporate unity exists when exxons state petroleum business was dependent upon the general corporations assured supply of raw materials and crude D. holding that the general corporate laws are incorporated into the corporate charter E. holding that corporate law should apply because key question was legal effect of contracts between corporations

assistant: The best answer is C. holding that corporate unity exists when exxons state petroleum business was dependent upon the general corporations assured supply of raw materials and crude
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: given.”. (UF No. 6; Sarris Decl. ¶ 3, Ex. A.) Notice provisions in “claims made” policies are strictly construed because notice determines if coverage is available under such policies. Am. Cas. Co. of Reading, PA. v. Continisio, 17 F.3d 62, 69 (3d Cir.1994); FDIC v. Barham, 995 F.2d 600, 604 n. 9 (5th Cir.1993). As applied to this case, notice of the alleged wrongful act and written notice to the insurer may ultimately dictate which policy must respond in this matter. To be clear, the inquiry at this point is not whether the Summons with Notice constituted a “claim” — it did not — but whether the “insured first became aware of any specific wrongful act” with the receipt of the Summons with Notice on or about April 2, 2008. If so, did the insured give writte F.3d 110, 113 (5th Cir.1993) (<HOLDING>). While the Summons with Notice provided a list Options: A. holding that where the policy names only the directors or officers as insured the proceeds are not property of the estate B. holding that the insurer is not bound by acts of the agent which are beyond the scope of his authority when the insured has notice of the limitations upon an agents authority or when the circumstances are sufficient to suggest that an inquiry should be made as to such limitations C. holding that insured informing insurer that it had received a cease and desist order was insufficient notice because it did not detail the particular subsidiary involved the particular agents officers or directors involved the time period during which the events occurred the identity of potential claimants and the specific unsound practices made the basis of the order D. holding that the insurer had no duty to defend the insured because the allegations of the initial complaint did not allege facts which would bring the case within the coverage of the title insurance policy E. holding despite a reservation of rights that when the insurer provides a defense to its insured the insured has no right to interfere with the insurers control of the defense and a stipulated judgment between the insured and the injured claimant without the consent of the insurer is ineffective to impose liability upon the insurer

assistant: The best answer is C. holding that insured informing insurer that it had received a cease and desist order was insufficient notice because it did not detail the particular subsidiary involved the particular agents officers or directors involved the time period during which the events occurred the identity of potential claimants and the specific unsound practices made the basis of the order
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: agreement that Adaptive allegedly mailed as part of its welcome kit. In weighing Spivey’s testimony about whether he received the agreement against Adaptive’s testimony about its business practices regarding mailing welcome kits, the district court relied on precedents from this circuit holding that “[w]here a letter is properly addressed and mailed, there is ‘a presumption that it reached its destination in usual time and was actually received by the person to whom it was addressed,’ ” Boomer v. AT & T Corp., 309 F.3d 404, 415 n. 5 (7th Cir.2002) (quoting Hagner v. United States, 285 U.S. 427, 52 S.Ct. 417, 76 L.Ed. 861 (1932)). The district court relied on the Muller deposition as evidence of Adaptive’s mailing practices. See Godfrey v. United States, 997 F.2d 335, 338 (7th Cir.1993) (<HOLDING>). The deposition combined with Adaptive’s Options: A. holding that the invocation of a presumption of notice requires the agency to prove that the notice was properly addressed B. holding that evidence of a cursory investigation can give rise to an inference of an unlawful motive C. holding that a presumption of receipt exists where there is proof of procedures followed in the regular course of operations which give rise to a strong inference that the correspondence was properly addressed and mailed D. holding that where a defendant sold no stock at all this suggested that there was no insider information from which to benefit and there was not a strong inference of scienter E. recognizing presumption of effective service by regular mail

assistant: The best answer is C. holding that a presumption of receipt exists where there is proof of procedures followed in the regular course of operations which give rise to a strong inference that the correspondence was properly addressed and mailed
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 each assignment (other than any assignment consummated in reliance on Section 10.07(k)) shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. All assignments shall be by novation.

assistant: Assignments
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 representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Credit Parties, regardless of any investigation made by any Credit Party or on their behalf and notwithstanding that any Credit Party may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding. Further, the provisions of Section 3.01 , Section 3.04 , Section 3.05 and Section 10.04 and Article IX shall survive and remain in full force and effect regardless of the repayment of the Secured Obligations, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof. In connection with the termination of this Agreement and the release and termination of the security interests in the Collateral, the Agents may require such indemnities and collateral security as they shall reasonably deem necessary or appropriate to protect the Credit Parties against (x) loss on account of credits previously applied to the Secured Obligations that may subsequently be reversed or revoked, and (y) any obligations that may thereafter arise with respect to or under Section 10.04 hereof.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: prosecution qualified the officers as experts during direct examination by questioning them and eliciting responses as to their experience and qualifications. 18 .The first officer, a 15-year veteran of the APD, was assigned to the repeat offender program and testified as to his "experience and training” in investigating drug-trafficking crimes. The second officer, a 12-year veteran, had served as a narcotics investigator for six and one-half years prior to his testimony. 19 . We also reject Bonner's argument that this testimony was impermissible "profile evidence.” In this case, the government did not seek to prove guilt by showing how a defendant fit a list of characteristics making up the “profile” of a drug courier. See United States v. Williams, 957 F.2d 1238, 1241 (5th Cir.1992) (<HOLDING>). Rather, in this case the government offered Options: A. holding that expert testimony linking a specific complainant to those general characteristics is impermissible vouching and ultimate issue testimony and therefore inadmissible B. holding testimony impermissible where officer described the profile itself and then proceeded to list the characteristics of the profile that the defendant displayed C. holding that the encounter between an officer and the defendant did not rise to the level of a terry stop until the defendant gave the officer his license and the officer informed the defendant that he was going to be given a patdown D. holding admission of expert testimony not erroneous where expert described typical traits and characteristics of sexually abused children E. holding that the testimony of an expert witness is admissible when the witness outlines the general characteristics of sexually abused children and then states that the victims symptoms are consistent with those characteristics

assistant: The best answer is B. holding testimony impermissible where officer described the profile itself and then proceeded to list the characteristics of the profile that the defendant displayed
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: 490 or acted arbitrarily, vexatiously or not in good faith. If the court finds either fact present, the court then has discretion to award attorney and expert fees and expenses in some amount. Security State Bank, 554 N.W.2d at 893. Here, the trial court found no “circumstances” that would allow assessment of attorney fees and consequently, it denied the Kellys’ attorney-fee claim. The Kellys contend the court’s refusal to award them their litigation expenses was an abuse of discretion. Before we may consider the trial court’s exercise of its discretion, however, we must decide whether there is any basis to disturb the trial court’s finding that Sieg did not act arbitrarily, vexatiously or in bad faith. If this factual finding is supported by substantial evidence, it is owa 1992) (<HOLDING>), Meyers v. Canutt, 242 Iowa 692, 698, 46 Options: A. holding that the test for good faith is the actual belief of the party and not the reasonableness of that belief B. holding that a party must at least have a subjective belief that litigation was a real possibility and that belief must have been objectively reasonable C. holding term good faith in iowa code section 23272 rests on a defendants subjective honest belief D. holding that determining what care is reasonable under iowa code section 8527 is a question of fact E. holding that a plaintiff must show that a defendant did not have an honest good faith belief in marking its products

assistant: The best answer is C. holding term good faith in iowa code section 23272 rests on a defendants subjective honest belief