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: (a) Each Guarantor waives, to the fullest extent permitted under applicable law, any right to require any Guaranteed Creditor to (i) proceed against the Borrowers, any other Guaranteed Party, any other Guarantor, any other guarantor of the Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from the Borrowers, any other Guaranteed Party, any other Guarantor, any other guarantor of the Guaranteed Obligations or any other Person, (iii) protect, secure, perfect, or insure any security interest or Lien on any property subject thereto or exhaust any right to take any action against any other Guarantor or any other Person, or any collateral or (iv) pursue any other remedy in any Guaranteed Creditor’s power whatsoever. Each Guarantor waives, to the fullest extent permitted under applicable law, any defense based on or arising out of any defense of the Borrowers, any other Guaranteed Party, any other Guarantor, any other guarantor of the Guaranteed Obligations or any other person, other than payment of the Relevant Guaranteed Obligations to the extent of such payment and release of such Guarantor from this Guaranty in accordance with Section 18 , based on or arising out of the disability of the Borrowers, any other Guaranteed Party, any other Guarantor, any other guarantor of the Guaranteed Obligations or any other Person, or the invalidity, illegality or unenforceability of the Relevant Guaranteed Obligations or any part thereof for any cause, or the cessation from any cause of the liability of the Borrowers or any other Guaranteed Party other than payment of the Relevant Guaranteed Obligations to the extent of such payment and release of such Guarantor from this Guaranty in accordance with Section 18 . The Guaranteed Creditors may, at their election, foreclose on any security held by the Administrative Agent, the Collateral Agent or any other Guaranteed Creditor by one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable (to the extent such sale is permitted by applicable law), or exercise any other right or remedy the Guaranteed Creditors may have against the Borrowers, any other Guaranteed Party or any other Person, or any security, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Relevant Guaranteed Obligations have been paid. Each Guarantor waives, to the fullest extent permitted under law, any defense arising out of any such election by the Guaranteed Creditors, even though such election operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrowers, any other Guaranteed Party or any other Person or any security.

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 case excerpt and choose the best holding from the options. Case excerpt: dismissed on June 20, 2009. Both actions were consolidated on June 24, 2009. 3 . The district court dismissed Cooper's Title VII race discrimination claims concerning his transfer to Harvey as barred because Cooper’s EEOC charge addressing those claims was untimely filed. The district court did analyze Cooper’s adverse employment action claims under § 1981, noting that the Title VII framework was equivalent. Cooper does not challenge the dismissal of his Title VII race discrimination claims concerning his transfer to Harvey, and accordingly, we do not review the district court's dismissal of those claims. However, we do evaluate, as the district court did, Cooper’s § 1981 claims concerning his transfer to Harvey. 4 . Cf. Keeton v. Flying J, Inc., 429 F.3d 259, 265 n. 2 (6th Cir.2005) (<HOLDING>); Policastro v. Nw. Airlines, Inc., 297 F.3d Options: A. holding that termination is an adverse employment action B. holding that denial of a bonus was not an adverse employment action C. holding that where an employee was transferred to a new job site over 120 miles away that transfer while not per se an adverse employment action was an appropriate factor for the jury to consider in determining whether an adverse employment action occurred D. holding that a transfer of job duties can constitute an adverse employment action E. holding that a transfer to a worksite 180 miles away from plaintiffs home did not necessarily constitute an adverse employment action while noting that such a transfer could under some circumstances constitute an adverse employment action

assistant: The best answer is C. holding that where an employee was transferred to a new job site over 120 miles away that transfer while not per se an adverse employment action was an appropriate factor for the jury to consider in determining whether an adverse employment action occurred
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 time a Purchase Right is exercised, in whole or in part, or at the time some or all of the Shares received pursuant to a Purchase Right are disposed of, the Participant shall make adequate provision for the foreign, federal and state tax withholding obligations of the Company, if any, which arise upon exercise of the Purchase Right and/or upon disposition of Shares, respectively. The Company may, but shall not be obligated to, withhold from the Participant’s Compensation the amount necessary to meet such withholding obligations.

assistant: Tax Withholdings
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 Note shall be governed by and construed in accordance with the laws of the State of Virginia without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the state courts of New York or in the federal courts located in the state and county of Nassau. The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens . The Borrower and Holder waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Note, any agreement or any other document delivered in connection with this Note by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: damages were not warranted against Dr. Gordon. After the jury verdict, Ms. Liles settled with Dr. Gordon and Ridge Pathology and voluntarily dismissed her claims against Dr. Gordon and Ridge Pathology with prejudice. The trial court entered a final judgment against the Hospital and in favor of Ms. Liles for $500,000 in compensatory damages and for $1,000,000 in punitive damages. The Hospital now appeals. II. Analysis A. Medical malpractice The Hospital first argues that the trial court erred in failing to treat this case as a medical malpractice case subject to the provisions of chapter 766. We disagree. Section 766.106(l)(a), Florida Statutes (2004), defines a “[cjlaim for medical negligence” or “claim for medical malpractice” as “a claim, arising out of 712 (Fla. 2d DCA 1995) (<HOLDING>). Furthermore, Ms. Liles, who was not a Options: A. holding at least under the facts of the case that the statute of limitations in a medical malpractice action did not begin to run until the plaintiff secured a specific medical diagnosis B. holding that parents claims of outrage and negligent handling of a body were not subject to the medical malpractice statutes because hospital personnel did not engage in any medical skill or judgment in the disposition of the childs remains C. holding that plaintiffs claim that medical providers did not comply with baker act was not subject to medical malpractice statutes ajlthough a medical diagnosis is necessary in order to involuntarily commit a patient the process of complying with the statute does not require medical skill or judgment D. holding that there was insufficient evidence that alleged victim made statements to forensic nurseexaminer for purpose of medical diagnosis or treatment in part because there was no evidence regarding alleged victims past experience with medical facilities or medical providers E. recognizing that even when a prisoner files suit under section 1983 alleging medical malpractice against prison medical officials medical malpractice does not become a constitutional violation merely because the victim is a prisoner

assistant: The best answer is C. holding that plaintiffs claim that medical providers did not comply with baker act was not subject to medical malpractice statutes ajlthough a medical diagnosis is necessary in order to involuntarily commit a patient the process of complying with the statute does not require medical skill or 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 legal provision and list the applicable contract clause categories. Provision: This Agreement contains the complete understanding between the Parties as to the subject matter contained herein, and no other promises or agreements shall be binding unless signed by both an authorized representative of the Company and Employee. In signing this Agreement, the Parties are not relying on any fact, statement, or assumption not set forth in this Agreement. Notwithstanding the foregoing, Employee understands and agrees that Section 4 (Confidential Information and Privileged Information), Section 5 (Non-Competition), Section 8 (409A Compliance), Section 9 (Uniqueness of Services; Acknowledgments), Section 10 (Further Acknowledgments), Section 11 (Notices), and Section 17 (Dispute Resolution) of the Employment Agreement remain in full force and effect after the Separation Date, are not superseded by this Agreement, and are incorporated herein by reference.

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: Each Purchaser agrees that it shall keep confidential and not divulge, furnish or make accessible to anyone, the confidential information concerning or relating to the business or financial affairs of the Company to which it has become privy by reason of this Agreement until such information has been publicly disclosed by the Company or until such information is no longer material; provided , however , that each Purchaser may disclose any such confidential information (i) as has become generally available to the public, other than as a result of a breach of this Section 4.13 by the Purchaser, (ii) to the Purchaser’s members, managers, equity holders, agents and professional advisors who need to know such information and agree (or are under a duty) to keep it confidential, and (iii) to the extent disclosure is necessary in order to comply with any law, order, regulation, ruling, summons or subpoena applicable to the Purchaser, provided (x) each Purchaser shall, to the extent practicable, give the Company notice of such request and shall cooperate with the Company, at its request and expense, to seek a protective or similar order, and (y) in the absence of such order, shall furnish only that portion of the information which, in accordance with the advice of counsel, is legally required to be furnished.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the defendant. The plaintiff alleged that the defendant breached an oral contract to continue his pension benefits at the same level when he became an independent franchisor as when he was an employee. Cefalu held that such a claim was preempted by ERISA and properly removable. In explaining that the lawsuit possessed the requisite relation to an employee benefit plan to justify preemption, the court noted that “[t]o compute [plaintiffs] damages, the court must refer to the pension plan under which appellant was covered when, he worked for [defendant].” Id. at 1294. This statement does not, and can not, mean that any lawsuit in which reference to a benefit plan is necessary to compute plaintiffs damages is preempted by ERISA and is removable to federal court. See Burks, 8 F.3d at 306 (<HOLDING>). Therefore, removal on these grounds was Options: A. holding that retirement benefits are accrued benefits under erisa B. holding that erisa completely preempted certain state law claims and finding that erisa preempted an employees common law tort and contract claim when the employee sought benefits under the employers disability policy C. holding that the state law contract claim alleged the same conduct as in the erisa claim and was therefore preempted D. holding that a claim that unlawful termination resulted in loss of benefits is not preempted by erisa E. holding that erisa benefits are not property of the estate

assistant: The best answer is D. holding that a claim that unlawful termination resulted in loss of benefits is not preempted by 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: The representations and warranties of the Company and the agreements and covenants set forth in Sections 3, 4, 7 and 8 shall survive the closing hereunder for a period of two (2) years from the date hereof notwithstanding any due diligence investigation conducted by or on behalf of the Investor. The Company agrees to indemnify and hold harmless each of the Investor and all its officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in Sections 3 and 4 hereof or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred. The Investor agrees to indemnify and hold harmless each of the Company and all its officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in Sections 2 and 4 hereof or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

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: visiting a sister whose general area of residence he did not even know). Bernal exhibited an inappropriate level of concern regarding the reason for the stop and remained nervous even after he was allowed to inspect the defective headlight. These factors, when taken together, demonstrate that the officers’ detention of Bernal for only two minutes after writing the citation and warning was supported by reasonable suspicion. This court has found reasonable suspicion under similar circumstances. See Pack, 612 F.3d at 361 (finding reasonable suspicion where the of ficer testified as to the defendant’s nervousness, the driver’s and passenger’s conflicting stories, and the fact that the pair was traveling on a known drug corridor); United States v. Fishel, 467 F.3d 855, 856 (5th Cir.2006). (<HOLDING>); and United States v. Brigham, 382 F.3d 500, Options: A. holding nervousness is of limited significance in determining whether reasonable suspicion exists B. holding that reasonable suspicion existed based on defendants nervousness expired drivers license and suspicious story regarding travel plans C. holding that officers may question motorists about their license registration and travel plans D. holding that extreme nervousness potentially inconsistent stories and other suspicious answers did not amount to a reasonable or articulable suspicion E. holding defendants nervousness in part presented officer with reasonable articulable suspicion of criminal activity

assistant: The best answer is B. holding that reasonable suspicion existed based on defendants nervousness expired drivers license and suspicious story regarding travel plans
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: likewise was entitled to summary judgment); Veneklase v. City of Fargo, 248 F.3d 738, 748 (8th Cir.2001) (en banc) (declaring “where arresting police officers are absolved of liability to arrestees, the City ordinarily is not liable”); Thomas v. Dickel, 213 F.3d 1023, 1026 (8th Cir.2000) (reasoning “[b]ecause we have found that the officers’ stop of the plaintiffs’ car did not violate their fourth amendment ] rights, it follows that the plaintiffs’ claim against the city (inadequate training and municipal custom) must likewise fail”); Eagle v. Morgan, 88 F.3d 620, 628 (8th Cir.1996) (declaring decision that officers’ conduct did not violate plaintiffs constitutional right to privacy disposed of related claims against the city); Abbott v. City of Crocker, 30 F.3d 994, 998 (8th Cir.1994) (<HOLDING>). We have reviewed Tennessee v. Garner and Options: A. holding city cannot be found liable on either a failuretotrain theory or a municipal custompolicy theory unless a defendant police officer is found liable on an underlying substantive claim B. holding that the jury need not agree on the theory supporting the conviction if there is sufficient evidence to support either theory C. holding that where no underlying constitutional violation occurred the city cannot be liable under monell D. holding that a party can be held liable for securities fraud on an agency or a respondeat superior theory E. holding that a municipality cannot be liable on a respondeat superior theory

assistant: The best answer is A. holding city cannot be found liable on either a failuretotrain theory or a municipal custompolicy theory unless a defendant police officer is found liable on an underlying substantive 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 obligation to pay the Retention Bonus is solely that of the Company, provided that the Company may assign its obligations to any entity that succeeds to the Company’s business. You may not assign your right to receive the Retention Bonus.

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: The Purchaser has taken all limited liability company action necessary in order to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly and validly executed and delivered by the Purchaser and constitutes a valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to the Enforceability Exceptions. The Purchaser is entering into this Agreement at the request and for the benefit of NextEra Energy.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: By execution below, the Transferor expressly acknowledges and consents to the pledge of the 2016-1 SUBI Certificate and the 2016-1 SUBI and the assignment of all rights and obligations of the Transferor related thereto by the Transferee to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders. In addition, the Transferor hereby acknowledges and agrees that for so long as the Notes are Outstanding, the Indenture Trustee will have the right to exercise all powers, privileges and claims of the Transferee under this Agreement.

assistant: 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 may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one contract, and shall become effective as provided in Section 7.03. Delivery of an executed counterpart to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed original.

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: After giving effect to this First Amendment and the transactions contemplated hereby, no Default or Event of Default shall have occurred and be continuing on the First Amendment Effective Date or result from this First Amendment becoming effective in accordance with its terms.

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: (a) Each Purchaser and Purchaser Agent hereby irrevocably designates and appoints PNC as the “Administrator” hereunder and authorizes the Administrator to take such actions and to exercise such powers as are delegated to the Administrator hereby and to exercise such other powers as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased Interest. The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrator ever be required to take any action which exposes the Administrator to personal liability or which is contrary to the provision of any Transaction Document or applicable law.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: reasonably trustworthy information would lead a man of reasonable caution and prudence to believe that he will find the instrumentality of a crime or evidence pertaining to a crime.” Moulden v. State, 576 S.W.2d 817, 819 (Tex.Crim.App. [Panel Op.] 1978) (quoting Brown v. State, 481 S.W.2d 106, 110 (Tex. Crim.App.1972)). In Parker v. State, the Texas- Court of Criminal Appeals held that “if [an] [ojfficer ... makes a traffic stop and, when the driver rolls down his window, the redolent odor of burnt marihuana wafts out, he may well have probable cause to believe that the person (or persons) inside that small, enclosed area has been or is committing the offense of possession of marihuana.” Parker v. State, 206 S.W.3d 593, 597 n. 11 (Tex.Crim.App.2006) (citing Moulden, 576 S.W.2d at 818 (<HOLDING>)). Moreover, in Jordan v. State, the Court of Options: A. holding the odor of burnt marihuana standing alone provided peace offieers with the requisite probable cause to conduct a warrantless search of the defendants vehicle B. holding that alcohol odor provided probable cause to search vehicle for open container and smell of burnt marijuana justified search of entire vehicle for drugs C. holding the odor of an etherlike substance in combination with other circumstances gave officers probable cause to search a vehicle D. holding that probable cause alone justifies a warrantless search or seizure of a vehicle lawfully parked in a public place E. holding that the court of appeals properly concluded that the odor of marijuana emanating from defendants vehicle constituted probable cause to search the vehicle

assistant: The best answer is A. holding the odor of burnt marihuana standing alone provided peace offieers with the requisite probable cause to conduct a warrantless search of the defendants vehicle
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: appeals the district court’s denial of his 28 U.S.C. § 2241 habeas petition requesting relief from removal. We have jurisdiction over a final judgment denying a habeas petition pursuant to 28 U.S.C. § 1291, and we reverse. Preliminarily, we reject the government’s contention that the issue of whether Alvarado is an aggravated felon is barred by res judicata. On direct review, we determined Alvarado’s conviction for transportation of a controlled substance was an aggravated felony, as required by United States v. Lomas, 30 F.3d 1191 (9th Cir.1994). An en bane panel of this court reversed the Lomas decision in United States v. Rivera-Sanchez, 247 F.3d 905 (9th Cir.2001), and thus the issue may be relitigated. See Clifton v. Attorney Gen. of Cal., 997 F.2d 660, 663 (9th Cir.1993) (<HOLDING>). Alvarado’s state conviction for Options: A. recognizing exception to application of res judicata and collateral estoppel principles to decisions of administrative proceedings where there has been manifest error in the record B. recognizing the traditional exception to res judicata where between the time of the first judgment and the second there has been an intervening decision or a change in the law creating an altered situation quoting state farm v duel 324 us 154 162 65 sct 573 89 led 812 1945 C. recognizing the express reservation of the plaintiffs right to maintain a second action as an exception to the doctrine of res judicata D. holding that a 2255 hearing is permitted on an issue previously addressed on direct appeal when there has been an intervening change in the law E. recognizing that a prior decision may serve as res judicata even if a contrary judicial decision on the legal issues involved intervenes between the first and second suits

assistant: The best answer is B. recognizing the traditional exception to res judicata where between the time of the first judgment and the second there has been an intervening decision or a change in the law creating an altered situation quoting state farm v duel 324 us 154 162 65 sct 573 89 led 812 1945
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: On the Closing Date, subject to the terms and conditions hereof, each Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to issue and sell to each Purchaser, the shares of Preferred Stock (the “ Purchased Shares ”), the Series A Warrant with respect to Warrant Shares and the Series B Warrant with respect to Warrant Shares, in each case as set forth opposite such Purchaser’s name on Schedule A , for the amounts set forth opposite such Purchaser’s name on Schedule A . The consummation of the purchase and sale of the Purchased Shares hereunder (the “ Closing ”) shall take place on the Closing Date at the offices of Vinson & Elkins L.L.P., 1001 Fannin, Suite 2500, Houston, Texas 77002.

assistant: Closings
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: Other than with respect to any placement agent agreed to by the Company and the Purchasers or as set forth on Schedule 4.26, no Person will have, as a result of the transactions contemplated by the Transaction Documents, any valid right, interest or claim against or upon the Company or a Purchaser for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of the Company. No Purchaser shall have any obligation with respect to any fees, or with respect to any claims made by or on behalf of other Persons for fees, in each case of the type contemplated by this Section 4.26 that may be due in connection with the transactions contemplated by this Agreement or the Transaction Documents.

assistant: Brokers
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 Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of California and is in good standing in each jurisdiction in the United States of America in which the conduct of its business or the ownership of its property requires such qualification and where the failure to so qualify would have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of Criminal Justice no longer sold to inmates. Second, the majority again errs by failing to do exactly what the district court and the parties failed to do — discuss the relevant case law. Both the Supreme Court and this court, on several occasions, have addressed the color of state law issue. “It is firmly established that a defendant in a § 1983 suit acts under color of state law when he abuses the position given to him by the State.” West v. Atkins, 487 U.S. 42, 49, 108 S.Ct. 2250, 101 L.Ed.2d 40 (1988). That is, “[mjisuse of power, possessed by virtue of state law and made possible only because the wrongdoer is clothed with the authority of state law, is action taken ‘under color of state law.” United States v. Classic, 313 U.S. 299, 326, 61 S.Ct. 1031, 85 L.Ed. 1368 (1941) (<HOLDING>). “Acts of officers who undertake to perform Options: A. holding that election case was not moot after election because there is a reasonable expectation that the same complaining parties would be subject to that same action in the future B. holding that the color of law element may be satisfied by the fact that an official gains access to the victim in the course of official duty C. holding that election officials acted under color of state law when they in the course of their official duties willfully altered and falsely counted the ballots of voters in a primary election D. holding that to prevail on a 1983 claim a plaintiff must allege that the defendant acted under color of state law in other words that there was state action E. holding that informant acted under color of law when fbi supervised recording

assistant: The best answer is C. holding that election officials acted under color of state law when they in the course of their official duties willfully altered and falsely counted the ballots of voters in a primary election
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: 378 U.S. 539 84 S.Ct. 1895 12 L.Ed.2d 1018 Israel DRESNER et al., petitioners,v.CITY OF TALLAHASSEE. No. 35.—. Supreme Court of the United States October Term, 1963. June 22, 1964 Rehearing Denied Oct. 12, 1964. See 85 S.Ct. 13. Howard Dixon, Miami, and Carl Rachlin, New York City, for petitioners. Edward J. Hill and Roy T. Rhodes, Tallahasse, Fla., for respondent. On Writ of Certiorari to the Circuit Court of Florida, Second Judicial Circuit. PER CURIAM. 1 The questions which this Court certified to the Supreme Court of Florida, 375 U.S. 136, 84 S.Ct. 235, 11 L.Ed.2d 208, having been answered in the affirmative, Fla., 164 So.2d 208, the writ of certiorari is dismissed as improvidently granted. 28 U.S.C. § 1257.

assistant: 9
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: a defective pleading within the deadline, and where a plaintiff was prevented from bringing suit by war”). Here, Strong did not file her complaint only one minute late. She was not misled by the Secretary to miss the filing deadline, nor did war prevent her from bringing suit timely. Nor is Strong proceeding pro se; she is represented by Plitt. While Plitt regrettably suffered through a period of personal hardship, “a lawyer’s duty of diligence transcends both upheaval at work and personal tragedy.” Davila-Alvarez v. Escuela de Medicina Universidad Cent. del Caribe, 257 F.3d 58, 65 (1st Cir.2001) (citing Pioneer Inv. Serv. Co. v. Brunswick Assocs. P’ship, 507 U.S. 380, 398, 113 S.Ct. 1489, 123 L.Ed.2d 74 (1993)). Cf. also, Harrington v. City of Chicago, 433 F.3d 542, 548 (7th Cir.2006) (<HOLDING>); Jovanovic v. In-Sink-Erator, 201 F.3d 894, Options: A. holding that trial counsels failure to call defendants family members as witnesses during penalty phase was reasonable trial strategy and not ineffective assistance of counsel B. holding that a discovery exception to a statute of limitation applies only to the discovery of facts not discovery of the law C. recognizing that defendant must show 1 that counsels performance was deficient and 2 that counsels errors prejudiced the defense D. holding that counsels abandonment of the case during discovery cannot be excused by the deaths in his family E. holding that the effects of the victims deaths upon the families is part of the circumstances of the crime and is properly presented to the jury at the penalty phase

assistant: The best answer is D. holding that counsels abandonment of the case during discovery cannot be excused by the deaths in his family
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 under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of such Plan, and 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) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than $5,000,000 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: During the Term, Executive shall be entitled to five weeks paid vacation each calendar year, in accordance with the Company’s vacation policy to be taken at such times as may be mutually agreed by Executive and the Company. Unused vacation in any calendar year shall be carried over to the next calendar year; provided that, in no event shall Executive’s eligible vacation time exceed 8 weeks in any calendar year.

assistant: Vacations
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 may be executed in separate counterparts and each such counterpart shall be deemed an original with the same effect as if all Parties had signed the same document. It shall not be necessary in making proof of this Agreement to account for more than one counterpart. A signature made on a facsimile copy of this Agreement or a signature to this Agreement transmitted by facsimile, scanned .PDF or digital signature shall have the same effect as an original 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 case excerpt and choose the best holding from the options. Case excerpt: complains. See Ford ex rel. Estate of Ford v. Garcia, 289 F.3d 1283, 1294 (11th Cir.2002) (“Where invited error exists, it precludes a court from ‘invoking the plain error rule and reversing.’ ” (quoting United States v. Davis, 443 F.2d 560, 564-65 (5th Cir.1971))), cert. denied 537 U.S. 1147, 123 S.Ct. 868, 154 L.Ed.2d 849 (2003). In the context of a district court’s decision to admit certain evidence, “ ‘[t]he accepted rule is that where the injection of allegedly inadmissible evidence is attributable to the action of the defense, its introduction does not constitute reversible error.’ ” United States v. Martinez, 604 F.2d 361, 366 (5th Cir.1979) (quoting United States v. Doran, 564 F.2d 1176, 1177 (5th Cir.1971)); see also United States v. Parikh, 858 F.2d 688, 695 (11th Cir.1988) (<HOLDING>); United States v. De Parias, 805 F.2d 1447, Options: A. holding failure to appoint two experts not preserved for review where defense counsel invited error by requesting only one B. holding that defense counsel had invited prosecutors comments on parole law C. holding invited error doctrine bars appellant from appealing the admission of evidence where appellant invited the error by being the first to introduce the evidence thus injecting the issue into tjie case D. holding that appellate review is precluded when the error is invited E. holding that the admission of out of court statements by a government witness when responding to an inquiry by defense counsel creates invited error

assistant: The best answer is E. holding that the admission of out of court statements by a government witness when responding to an inquiry by defense counsel creates invited 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 legal provision and list the applicable contract clause categories. Provision: If Executive’s employment is terminated for any reason under this Agreement, Executive will, immediately upon Executive’s Termination Date, be deemed to have resigned from (a) if a member, the Board as well as the board of directors of any GLDD Entity (as defined below) or any other board to which Executive has been appointed or nominated by or on behalf of the Company, (b) any position with the Company or any GLDD Entity, including, but not limited to, as an officer of the Company or any GLDD Entity, and (c) any fiduciary positions with respect to the Company’s benefit plans. In addition, and as a condition to receiving the Severance Pay described in or the Change in Control Payment described in , Executive shall take any and all necessary steps to effectuate Executive’s resignation from such positions.

assistant: Positions
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 connect his marijuana plants to the drug-running conspiracy, along with the fact that the evidence is, according to Stanley, highly prejudicial, renders that evidence irrelevant and inadmissible. Bound by this court’s holding in United States v. Kaufman, we disagree. See 858 F.2d 994, 1005 (5th Cir.1988), reh’g denied, 874 F.2d 242 (1989). In Kaufman, where the defendant challenged admission of his prior conviction for possession of marijuana, the court held that the conviction was admissible to show intent for importing marijuana. Id. (“Kissell’s earlier conviction for possession of marijuana was certainly similar enough to the charge of importing marijuana in the instant case to shed light on [his] intent.”); see United States v. Haynes, 881 F.2d 586, 589-90 (8th Cir.1989) (<HOLDING>); see also United States v. Brookins, 919 F.2d Options: A. holding that plea to multidefendant conspiracy charge bars defendant from denying his involvement from the date of commencement of the conspiracy alleged in the indictment B. holding that evidence of defendants prior operation of weed houses showed involvement in cocaine conspiracy C. holding that simple possession of cocaine is not lesser included offense of conspiracy to possess cocaine with intent to distribute D. holding that circumstantial evidence alone is sufficient to support a cocaine conspiracy conviction E. holding that the statute of limitations did not commence despite the filing of a prior complaint against another physician until the defendants deposition made the plaintiff aware of the defendants involvement in the decedents death where the plaintiff failed to discover the defendants involvement because of the defendants misstatement concealment or fraud

assistant: The best answer is B. holding that evidence of defendants prior operation of weed houses showed involvement in cocaine conspiracy
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 Executive’s employment hereunder, and the Term of this Agreement, may be terminated prior to December 31, 2020, by the Company or the Executive, as applicable, without any breach of this Agreement only under the circumstances set forth in Section 4(a) below. For the avoidance of doubt, to the extent that the Executive’s employment with the Company continues beyond the expiration of the Term, the Executive will continue as an “at will” employee, such that either party may terminate the Executive’s employment at any time, for any reason or no reason, upon two (2) weeks’ notice; provided , however , that the Company may terminate the Executive as a Deemed Termination for Cause immediately upon notice.

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: Read the case excerpt and choose the best holding from the options. Case excerpt: under similar circumstances. Moreover, Kent directs us to no similar case in which this court has held that the district court abused its discretion by failing to require the government to elect one theory of prosecution. We also conclude that Kent was not prejudiced by the government’s presentation of both firearm-possession theories to the jury. First, the district court clearly instructed the jury that “[t]he indictment in this case charges [Kent Platter] with one criminal offense,” (Jury Instruction # 10), and the jury never saw the multi-plicitous indictment. See Roy, 408 F.3d at 491 (“[M]ultiplicitous indictments may be saved at the trial stage if the district court submits an appropriate instruction to the jury.”); United States v. Moore, 149 F.3d 773, 779 (8th Cir.1998) (<HOLDING>). Moreover, the jury found Kent guilty under Options: A. holding that the trial court did not abuse its discretion by refusing to accept the defendants guilty pleas to two counts of the indictment and stating that even if the trial court erred the error had not prejudiced the defendant because he was found guilty by the jury of the charges to which he intended to plead and the evidence of the other crimes would have been admissible in the trial for the first degree murder charge B. holding that the amendment of the indictment was permissible under the statutory predecessor to code 192231 because the amendment did not within the meaning of the statute change the nature of the offense charged in the original indictment C. holdingthat an error in instructing the jury that an offense could be committed by a statutory method not charged in the indictment is cured where the court provides the jury with the indictment and instructs jurors that the burden of proof rests upon the state to prove every material allegation of the indictment and every essential element of the crime charged beyond a reasonable doubt citation omitted D. holding that an indictment gave sufficient notice when the indictment charged the elements of the offense E. holding that the defendants were not prejudiced by a potentially multiplicitous indictment because the jury did not see the indictment and consistent with fedrcrimp 7c1 the potentially multiplicitous counts were submitted together on a single verdict form

assistant: The best answer is E. holding that the defendants were not prejudiced by a potentially multiplicitous indictment because the jury did not see the indictment and consistent with fedrcrimp 7c1 the potentially multiplicitous counts were submitted together on a single verdict form