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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: unambiguous language if construction can be legitimately found which will give force to and preserve all the words of the statute.”). Respectfully, the majority makes policy choices regarding which of the provisions of HRS § 329-122(e)(2) to enforce. Again, HRS § 329-121 allows the “acquisition, possession, cultivation, use, distribution, or transportation of marijuana ... to alleviate the symptoms or effects of a qualifying patient’s debilitating medical condition.” The majority would allow “transportation” and “possession” of medical marijuana in public places, but would appear to preclude the “acquisition, [ ] cultivation, use, [or] distribution” of marijuana in “[o]ther placets] open to the public[,]” even though those are also “medical use[s].” See Majority Opinion at 619 (<HOLDING>). In addition, the majority finds an absurdity Options: A. holding that defendant does not waive an affirmative defense if defendant raises it at a pragmatically sufficient time such as summary judgment and the defendants failure raise the affirmative defense in its answer did not cause the plaintiff prejudice B. holding in part that the information did not charge actual possession where it alleged that the defendant carried displayed used threatened or attempted to use any weapon or firearm C. holding that a defendant proves his or her affirmative defense of medical use if inter alia the marijuana was not being used ingested or carried in open view at the time it was discovered D. holding that fair use is an affirmative defense E. holding that a defendant proves his or her affirmative defense of medical use if inter alia the marijuana was found in an other place open to the public where transportation for medical use might legitimately occur emphasis added

assistant: The best answer is C. holding that a defendant proves his or her affirmative defense of medical use if inter alia the marijuana was not being used ingested or carried in open view at the time it was discovered
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 criminal is no longer fit to live upon the earth, but is to be exterminated as a monster and a bane to human society, the law sets a note of infamy upon him, puts him out of it’s [sic] protection, and takes no farther care of him than barely to see him executed. He is then called attaint, attincbus, stained, or blackened. He is no longer of any credit or reputation. ...” SBC Communications, Inc. v. FCC, 154 F.3d 226, 235 (5th Cir.1998) (quoting 4 William Blackstone, Commentaries *380). While the prohibition against bills of attainder has evolved far beyond the original context of capital sentences, it continues to focus on legislative enactments that “set[ ] a note of infamy” on the persons to whom the statute applies. See Brown, 381 U.S. at 453-54, 85 S.Ct. at 1717-18 (<HOLDING>) (emphasis added). Viewed in this light, the Options: A. holding that it is not B. holding that bill of review is exclusive remedy on direct attack where court had jurisdictional power even if judgment void C. holding that a statute is not a bill of attainder where it incorporates no judgment censuring or condemning any man or group of men D. holding that demand upon a bill already paid or unauthorized demand upon unpaid bill constitutes a false claim even though bill itself contains no false statement E. holding that the meritorious defense requirement in a bill of review proceeding violates due process where the bill of review plaintiff has no notice of the proceeding in which the default judgment was rendered

assistant: The best answer is C. holding that a statute is not a bill of attainder where it incorporates no judgment censuring or condemning any man or group of men
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: 1 . Poole and Trammell denied that Poole made this statement. R2-33, Exh. 16 at 8(28); Exh. 15 at 16 (59-60). 2 . Although the district court never specifically mentioned Phillips’s race discrimination claim under § 1981, it implicitly rejected it on this basis as well because the analysis for a § 1981 claim is the same as for Title VII race discrimination claims, Crawford v. Western Elec. Co., 745 F.2d 1373, 1376 (11th Cir. 1984), and it granted summary judgment as to "all” of Phillips’s claims. Rl-41. 3 . Even though the suggested comparator here, Yonkman, was fewer than 10 years younger than Phillips, we have held that as few as three years difference in age can satisfy the “substantially younger” requirement. See Carter v. DecisionOne Corp., 122 F.3d 997, 1003-04 (11th Cir. 1997) (<HOLDING>); see also Damon, 196 F.3d at 1360. 4 . As Options: A. holding that the fourth prong of a prima facie age discrimination case was satisfied where plaintiff was replaced by two individuals one who was four years younger than plaintiff and the other who was ten years younger B. holding that being replaced by someone outside the protected class is not a proper element of the fourth prong because replacement by a substantially younger employee is a far more reliable indicator of age discrimination C. holding that plaintiff aged 42 who was replaced by employee aged 39 met the substantially younger replacement requirement under adea D. holding when an employee was temporarily replaced by a person who was 10 years younger and permanently replaced by a person four years younger this was sufficient for the prima facie case E. holding that when a 56year old employee was replaced by a 40year old employee this qualified as someone substantially younger for the purposes of establishing a prima facie case

assistant: The best answer is C. holding that plaintiff aged 42 who was replaced by employee aged 39 met the substantially younger replacement requirement under adea
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 any one or more of the provisions of this Agreement is held to be invalid or unenforceable by any court of competent jurisdiction from which no appeal can be or is taken, such provision shall be considered severed from this Agreement and shall not serve to invalidate any remaining provisions hereof. The Parties shall make a good faith effort to replace any invalid or unenforceable provision with a valid and enforceable one such that the objectives contemplated by the Parties when entering this Agreement may be realized.

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: the institutional division ...." Tex. Gov't Code Ann. § 508.001(6) (West 2012). Before the TDCJ's 2003 reorganization, state jail felons were not included in that definition; after the reorganization, they are since the CID is now responsible for "adult felony offenders who are sentenced to prison, state jails and substance abuse felony punishment facilities.” Correctional Institutions Division, Prison and Jail Operations, Overview, Tex. Dep't Crim. Just., http://www.tdcj.state.tx.us/divisions/cid/ cid_prison_jaiLops.html (last visited May 19, 2014). When evaluated in light of the TDCJ’s current organizational structure, a question arises as to whether inmates confined in state jail facilities are ineligible for parole. But see Ex parte Baker, 297 S.W.3d 256, 259 (Tex. Crim.App.2009) (<HOLDING>). We are not called on to answer this issue. Options: A. holding that issues not raised before the trial court cannot be raised on appeal B. holding that jail records can properly be considered in determining jail credit issues raised pursuant to rule 3800a C. holding that individuals convicted of state jail felonies are ineligible for conditional release without addressing the issues raised by section 4930021 and the tdcjs 2003 reorganization D. holding issues not raised before the district court are not preserved for appeal E. holding that issues not raised in the trial court may not be raised later on appeal

assistant: The best answer is C. holding that individuals convicted of state jail felonies are ineligible for conditional release without addressing the issues raised by section 4930021 and the tdcjs 2003 reorganization
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: unless you provide specific consent , airbnb does not claim any ownership rights in any member content and nothing in these terms will be deemed to restrict any rights that you may have to use or exploit your member content .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Provided that no Default or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time following the third (3 rd ) Business Day after the Closing Date all or any portion of any outstanding Base Rate Loans (other than Swingline Loans) in a principal amount equal to $1,000,000 or any whole multiple of $100,000 in excess thereof (or such lesser amount as shall represent all Base Rate Loans then outstanding) into one or more LIBOR Rate Loans and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $1,000,000 or a whole multiple of $100,000 in excess thereof (or such lesser amount as shall represent all LIBOR Rate Loans then outstanding) into Base Rate Loans (other than Swingline Loans) or (ii) continue such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in the form attached as Exhibit E (a “ Notice of Conversion/Continuation ”) not later than 12:00 noon three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. If the Borrower fails to give a timely Notice of Conversion/Continuation prior to the end of the Interest Period for any LIBOR Rate Loan, then the applicable LIBOR Rate Loan shall be converted to a Base Rate Loan. Any such automatic conversion to a Base Rate Loan shall be effective as of the last day of the Interest Period then in effect with respect to the applicable LIBOR Rate Loan. If the Borrower requests a conversion to, or continuation of, LIBOR Rate Loans, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted to a LIBOR Rate Loan. The Administrative Agent shall promptly notify the affected Lenders of such Notice of Conversion/Continuation.

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. Andrews, 600 F.2d 563, 566-67 (6th Cir.1979) (“[0]ur experience with DEA agent testimony ... makes us wonder whether there exists any city in the country which a DEA agent will not characterize as either a major narcotics distribution center or a city through which drug couriers pass on their way to a major narcotics distribution center.”). Indeed, the justification is used so often by the government, that it becomes difficult to figure out what urban area is not a “source city.” See Akram, 165 F.3d at 459 n. 4 (Guy, J., dissenting) (“Every urban area in the country is a source city. This is entitled to little or no weight in my view, unless the person stopped just came from someplace like Medellin, Colombia.”); see also United States v. Townsend, 305 F.3d 537, 543-44 (6th Cir.2002) (<HOLDING>). The characterization of travels — even Options: A. holding a city liable for personal injuries caused by a driver colliding with a girder in the center of a city street where the city did not give a warning B. holding travel from chicago a source city to columbus a destination city was not indicative of reasonable suspicion in case where passengers were nervous lacked vehicle registration and did not know their destina tion address C. holding that a jurys finding that a city had delegated its final policymaking authority in the area of law enforcement to a city police chief was supported by the evidence and warranted imposing liability upon the city D. holding city could not enforce through administrative adjudication a city ordinance limiting vehicle weight E. holding that city attorneys promise in an oral settlement agreement for city to annex and rezone land was within the legal authority of the city of joliet to accomplish and were not absolutely void acts per se therefore city could be estopped from avoiding enforcement of contract

assistant: The best answer is B. holding travel from chicago a source city to columbus a destination city was not indicative of reasonable suspicion in case where passengers were nervous lacked vehicle registration and did not know their destina tion address
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: transferee court’s holding and stipulates that she will not call Gueriguian to testify regarding the prescribing practices of physicians, Bloor’s study, or Wyeth’s corporate intent. See Response on Generic Experts at 6. Burton asserts that she intends to call Gueriguian to testify not about these previously excluded matters but “about how information should be communicated to the FDA, what information should be reflected on labels as mandated by applicable regulations, and what reasonable FDA officials would do with adverse event information.” Response on Generic Experts at 6. Upon review of PTO 1685, it appears that the transferee court has already addressed the admissibility of the evidence that the plaintiff intends to proffer through Gueriguian. See PTO 1685, 2001 WL 454586, at *18 (<HOLDING>). Accordingly, his testimony shall be limited Options: A. holding gueriguians testimony to be admissible to the extent that dr gueriguian opines about how information should be communicated to the fda and what information should be reflected in labels as mandated by applicable regulations he is undoubtedly qualified to do so in light of his experience as an fda officer and as to what a reasonable official in the position of dr lutwak would have done B. holding that in deciding whether officers are entitled to qualified immunity it is not only the evidence of clearly established law that is for the court but also whether a reasonable officer could have believed that his or her conduct was lawful in light of the information the officer had C. holding that probation orders need not include every possible restriction so long as a reasonable person is put on notice of what conduct will subject him or her to revocation and that ajlthough the conditions should be clearly set out and must mean what they say every detail need not be spelled out and the language should be interpreted in its common ordinary usage D. holding that defendants position as bank vice president which allowed him knowledge of the banking system and the operations of the bank as well as the ability to oversee commercial and real estate loans and to act as a compliance officer qualified as a position of trust E. holding that expert testimony as to what a business should know about its customers does not create a duty under the law or an issue of fact precluding summary judgment

assistant: The best answer is A. holding gueriguians testimony to be admissible to the extent that dr gueriguian opines about how information should be communicated to the fda and what information should be reflected in labels as mandated by applicable regulations he is undoubtedly qualified to do so in light of his experience as an fda officer and as to what a reasonable official in the position of dr lutwak would have done
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 terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before the Termination Date; provided , however , that such termination will not affect the right of any party to sue for any breach by any other party (or parties).

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 legal provision and list the applicable contract clause categories. Provision: Subject to earlier termination pursuant to Section 5 of this Agreement, this Agreement and the employment relationship hereunder shall continue from the Effective Date until March 1, 2020 (the “ Term Date ”). As used in this Agreement, the “ Term ” shall refer to the period beginning on the Effective Date and ending on the date the Executive’s employment hereunder terminates in accordance with this Section 2 or Section 5. In the event that the Executive’s employment with the Company terminates (such date, the “ Termination Date ”) prior to the Term Date, the Company’s obligation to continue to pay all base salary, as adjusted, bonus and other benefits then accrued shall terminate except as may be provided for in Section 5 of this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the family court, [appellate courts] review[ ] factual and legal issues de novo.” Simmons v. Simmons, 392 S.C. 412, 414, 709 S.E.2d 666, 667 (2011). “[WJhile retaining the authority to make our own findings of fact, we recognize the superior position of the family court judge in making credibility determinations.” Lewis v. Lewis, 392 S.C. 381, 392, 709 S.E.2d 650, 655 (2011). “Stated differently, de novo review neither relieves an appellant of demonstrating error nor requires us to ignore the findings of the family court.” Id. at 388-89, 709 S.E.2d at 654 (emphasis removed). Further, a finding of contempt rests within the sound discretion of the family court. DiMarco v. DiMarco, 393 S.C. 604, 607, 713 S.E.2d 631, 633 (2011). “Such a finding should not be disturbe .E.2d 620, 623 (2001) (<HOLDING>); Lewis, 392 S.C. at 388-89, 709 S.E.2d at 654 Options: A. holding that error will not be presumed from a silent record and that without the relevant transcript there is insufficient evidence to review the alleged error and the appellant carries the burden of demonstrating the alleged error in the record B. holding that an appellant bears the burden of demonstrating error on appeal C. holding the appellant carries the burden of demonstrating error in the family courts findings of fact D. holding that it is the duty of the appellant to overcome the presumption of the correctness of the trial courts judgment by demonstrating some reversible error E. holding that the party asserting notice error has the burden of demonstrating prejudice

assistant: The best answer is C. holding the appellant carries the burden of demonstrating error in the family courts findings of fact
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: Uniform Probate Code gives courts "latitude to supplement statutory provisions with equitable principles" but deciding that "the particular provisions of statutory law governing void and voidable marriages and accrual of allowances and share fully covered [the circumstances of the case] and affirmatively displaced the equitable remedy" sought (internal quotation marks omitted)). So the fact that we may have supplemented other parts of the Code in the past has no bearing on our decision in this case. See infra 140 (citing cases where we have purportedly "supplemented [the code] in ... outcome-determinative ways"). In any event, in none of these past instances have we supplemented the Code in a way that conflicts with it. See, e.g., In re Estate of Pepper, 711 P.2d 261, 263 (Utah 1985) (<HOLDING>). 3 . Though we typically "reconcile the common Options: A. holding that a rule 60b motion can vacate an otherwise final closing order a result that is specifically allowed under section 751304s assertion that the rules of civil procedure including the rules concerning vacation of orders and appellate review govern formal proceedings under the probate code internal quotation marks omitted B. holding that the court had the discretion to grant the summary judgment motion based on the fact that it was unopposed by plaintiff during the time allowed by the rules of civil procedure C. holding that discovery under the federal rules of civil procedure is broad in scope and freely permitted D. holding trial court erred by imposing sanctions under section 9 of civil practice and remedies code because claim for sanctions was based solely on section 10 of code and rule 13 of rules of civil procedure E. recognizing distinction between findings of fact under section 6711 of the family code and findings of fact under rules of civil procedure

assistant: The best answer is A. holding that a rule 60b motion can vacate an otherwise final closing order a result that is specifically allowed under section 751304s assertion that the rules of civil procedure including the rules concerning vacation of orders and appellate review govern formal proceedings under the probate code internal quotation marks omitted
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 terms and conditions of the new 8th Avenue Stock Options will be included in the new Award Agreement, or referenced in the new Award Agreement and included in the 8th Avenue Plan. Note that the 8th Avenue Stock Options are not RSU awards and will be subject to different vesting and forfeiture provisions, which are included in the 8th Avenue Plan and the Award Agreement. By electing to exchange your Post Equity, you will be deemed to have consented to such terms and conditions.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: tenants by the entireties. Because at the time they executed the Release, the Mahans had knowledge of Claim 7 and knew that it would be assigned to them, their execution of the Release released the bankruptcy estate from their right to assert Claim 7. Debtor’s argument that the Ma-hans did not release Claim 7 because they did not own it when they executed the Release is unavailing. “[A] general release which is not restricted by its terms to particular claims or demands ... will ordinarily be regarded as embracing all claims or demands which had [m]atured at the time of its execution.” Sottile v. Gains Constr. Co., 281 So.2d 558, 561 (Fla.3d Dist.Ct.App.1973), rev. denied, 289 So.2d 737 (Fla.1974), receded from on other grounds, Brown v. Brown, 432 So.2d 704 (Fla.3d Dist.Ct.App.1983) (<HOLDING>); Plumpton v. Continental Acreage Dev., 830 Options: A. holding that all inclusive language from the beginning of the world to the days present barred all claims arising prior to releases execution B. holding that release which barred all claims from the beginning of the world to the day of the date of these presents included all claims which had matured at the time of its execution C. holding that despite release language discharging defendant from claims upon or by reason of any matter cause or thing whatsoever from the beginning of the world to the day of these presents release did not bar any claims accruing after the date of execution D. holding that a release of such claims or other matters arising from the beginning of time to the date of execution of this agreement did not protect the defendant from liability arising from unconstitutional conduct that occurred after the agreements execution E. holding equitable estoppel barred the plaintiffs claims because all of the claims of the amended complaint were in existence during the bankruptcy proceedings yet the plaintiff did not disclose any of the claims in its bankruptcy petitions plans of reorganization or disclosure statements

assistant: The best answer is B. holding that release which barred all claims from the beginning of the world to the day of the date of these presents included all claims which had matured at the time of its execution
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: protestor rhetoric[.]” On appeal, Reyes asserts for the first time a new argument that his domicile is within the United States, but he is not a resident of the United States as defined in 26 U.S.C. § 7701(b)(1)(A) because he is not an alien individual with green card status. Among other things, he asserts that only alien individuals are residents of the United States for purposes of filing returns and paying taxes under the Tax Code. We decline to devote substantial time and effort to the task of unwinding Reyes’s misconstruction of various Tax Code provisions. His argument is the converse of another well-known tax protestor argument based on the significance of resident status, and it is similarly lacking in merit. See e.g., Ford v. Pryor, 552 F.3d 1174, 1177 n. 2 (10th Cir.2008) (<HOLDING>); Ambort v. United States, 392 F.3d 1138, 1139 Options: A. holding as frivolous taxpayers argument that he was not subject to the income tax because he is a non resident alien and awarding sanctions of 8000 B. holding that taxpayers failure to follow state requirement that he report change in federal income tax did not except state tax liability from discharge C. holding that wages are subject to oregons personal income tax and that a taxpayers argument to the contrary was frivolous D. holding that an appeal by taxpayers in a lawsuit seeking to enjoin the government from collecting income tax deficiencies was mooted because the taxpayers had paid the deficiencies pending the appeal E. holding the rule against taxpayer standing applies both to federal taxpayers and state taxpayers challenging state tax or spending decisions simply by virtue of their status as state taxpayers

assistant: The best answer is A. holding as frivolous taxpayers argument that he was not subject to the income tax because he is a non resident alien and awarding sanctions of 8000
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 course of treatment and act on the patient’s response to the recommendation free from the possibility that someone other than the patient might complain in the future.” 10 As one commentator — in discussing third-party professional malpractice claims turning on the foreseeability of such injuries to nonpatients — has put it, “[t]he numbers of potential cases boggle the mind.” Cynthia Grant Bowman, The Manipulation of Legal Remedies to Deter Suits by Survivors of Childhood Sexual Abuse, 92 NW U L Rev 1481, 1488 (1998). The number seems only slightly less mind-boggling when the standard is knowledge of a substantial certainty rather than foreseeability. 11 See, e.g., OEC 504 (evidentiary privilege). See generally Jaffee v. Redmond, 518 US 1, 12-13, 116 S Ct 1923, 135 L Ed 2d 337 (1996) (<HOLDING>); State v. Miller, 300 Or 203, 209, 709 P2d 225 Options: A. recognizing medical records contain the same protected confidential information as a physicians direct testimony about the communications B. recognizing privilege C. recognizing qualified privilege for confidential presidential communications D. recognizing application of federal deliberative process privilege to internal state communications E. recognizing federal privilege for confidential therapistpatient communications based in part on the fact that the relationship is protected in all 50 states and the district of columbia

assistant: The best answer is E. recognizing federal privilege for confidential therapistpatient communications based in part on the fact that the relationship is protected in all 50 states and the district of columbia
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, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $5,045,000 of Shares and Warrants. Each Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective Shares and a Warrant, as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of EGS or such other location as the parties shall mutually agree.

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 case excerpt and choose the best holding from the options. Case excerpt: continuing. {21} Defendant further argues that this order was an acquittal on the refusal basis for aggravated DWI, apparently under the theory that it somehow finalized or solemnized the trial court’s oral comme implicated in this case. The Ratchford exception is limited to an oral grant of a new trial being effective to defeat automatic denial provisions built into the rules of criminal procedure. 115 N.M. at 570-71, 855 P.2d at 559-60. The cases involving discharge of a jury can be distinguished because in those cases the proceedings were terminated and the fact-finder was discharged by the oral comments of the judge, while here, proceedings were ongoing and the court expressly reserved ruling on the aggravated DWI charge. Rodriguez, 2004-NMCA-125, ¶ 14, 136 N.M. 494, 100 P.3d 200 (<HOLDING>); Reyes-Arreola, 1999-NMCA-086, ¶ 10, 127 N.M. Options: A. holding part performance of an oral agreement necessary to take the oral agreement out of the statute of frauds must be consistent only with the existence of the alleged oral contract B. holding that a delinquency proceeding places a juvenile in jeopardy for purposes of the double jeopardy clause C. holding that oral declarations of mistrial which discharge the jury are unlike other oral decisions by the trial court which are not binding and are subject to change until a final written order or judgment is entered D. holding that defendant did not breach oral agreement because among other things the plaintiff had not established that the term in question was part of the oral contract E. holding that oral discharge of jury terminated jeopardy

assistant: The best answer is E. holding that oral discharge of jury terminated jeopardy
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 PARTY HERETO (“ INDEMNITOR ”) SHALL RELEASE, INDEMNIFY, DEFEND AND HOLD HARMLESS THE OTHER PARTIES (“ INDEMNITEES ”) AGAINST ANY CLAIM, DEMAND, LOSS, DAMAGE, LIABILITY, LAWSUIT, CAUSE OF ACTION, JUDGMENT, PENALTY AND/OR EXPENSE (INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, COURT COSTS AND OTHER COSTS OF SUIT), EACH AS INCURRED, ON ACCOUNT OF PROPERTY DAMAGE OR LOSS, OR PERSONAL INJURIES (INCLUDING ILLNESS, DISABILITY OR DEATH) RESULTING FROM THE OPERATION, USE OR HANDLING OF THE HARDWARE OR EQUIPMENT OR SERVICES PROVIDED HEREUNDER, TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE, FRAUD OR WILFUL MISCONDUCT OF THE INDEMNITOR OR ITS AGENTS AND TRANSFEREES. SUPPLIER SHALL ALSO INDEMNIFY THE SERVICE PROVIDER FOR ANY EXPENSES INCURRED ON ACCOUNT OF ANY CURRENT AND ON-GOING INVESTIGATION RELATING TO THE SUPPLIER BY THE SECURITIES AND EXCHANGE COMMISSION.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Corporation agrees that its execution of this Agreement shall constitute a stipulation by which it shall be irrevocably bound in any court or arbitration in which a proceeding by Indemnitee for enforcement of Indemnitee’s rights hereunder shall have been commenced, continued or appealed, that its obligations set forth in this Agreement are unique and special and that failure of the Corporation to comply with the provisions of this Agreement will cause irreparable and irremediable injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy Indemnitee may have at law or in equity with respect to breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Corporation of its obligations under this Agreement. The Corporation agrees not to seek, and agrees to waive any requirement for the securing or posting of, a bond in connection with Indemnitee’s seeking or obtaining such relief.

assistant: Enforcements
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 liberty interest regardless of the protections state law provides or fails to provide. See id. One of those eases involved an inmate’s involuntary transfer to a mental hospital, and the other involved the involuntary administration of pyschotropic drugs to an inmate. See id. (citations omitted). In these situations, the conditions of confinement “exceeded] the sentence in such an unexpected manner as to give rise to protection by the Due Process Clause of its own force.” Id. at 484, 115 S.Ct. at 2300. Confinement to administrative segregation, under conditions substantially similar to those experienced by the general population of the prison, does not implicate liberty interests in the way that involuntary transfer to a mental hospital or involuntary administration of p 1998) (<HOLDING>); see also Pichardo v. Kinker, 73 F.3d 612 (5th Options: A. holding there was no constitutional requirement that the administrative hearing be postponed pending disposition of the criminal charges B. holding that the final termination of the criminal proceedings occurred when criminal charges were dismissed with prejudice rather than when the accused was released from prison pending a retrial C. holding that no liberty interest existed when plaintiff was kept in administrative confinement for two months pending the resolution of criminal charges arising from an altercation with a corrections officer D. holding that placing a prisoner in disciplinary confinement clearly effects liberty interest E. recognizing a liberty interest in reasonably safe conditions of confinement

assistant: The best answer is C. holding that no liberty interest existed when plaintiff was kept in administrative confinement for two months pending the resolution of criminal charges arising from an altercation with a corrections officer
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: 12.3 nothing in these terms shall exclude or restrict skype 's liability for ( a ) death or personal injury , ( b ) loss resulting from skype 's wilful default or gross negligence , ( c ) fraud or deliberate misrepresentation , or ( d ) any liability which can not be limited or excluded by applicable law .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: when agency action has become final). If there is no “final agency action,” as required by the controlling statute, a court lacks subject matter jurisdiction. Federal Power Comm’n v. Metropolitan Edison Co., 304 U.S. 375, 383-85, 58 S.Ct. 963, 966-68, 82 L.Ed. 1408 (1938); Geyen v. Marsh, 775 F.2d 1303, 1308-09 n. 6 (5th Cir.1985); see generally Charles A. WRIGHT et al„ Federal Practice & Prooedure § 3942 (1977). A final agency action is one that imposes an obligation, denies a right, or fixes a legal relationship. United States Dep’t of Justice v. Fed. Labor Relations Auth., 727 F.2d 481, 493 (5th Cir.1984). An agency’s initiation of an investigation does not constitute final agency action. See FTC v. Standard Oil Co., 449 U.S. 232, 239-45, 101 S.Ct. 488, 493-96, 66 L.Ed.2d 416 (1980) (<HOLDING>); Dow Chemical Co. v. EPA, 832 F.2d 319, 325 Options: A. holding a rod to be final agency action B. holding that ftc issuance of a complaint meets the apa definition of order and therefore is agency action even if not final agency action C. holding that epa action initiating permitting proceedings was not final agency action D. holding fda seizure action did not constitute final agency action E. holding issuance of administrative complaint to initiate proceedings not final agency action

assistant: The best answer is E. holding issuance of administrative complaint to initiate proceedings not final agency action
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of Company and Boatworks acknowledges and agrees that irreparable damage may occur to Investor in the event that Company or Boatworks fails to perform any material provision of this Agreement or any of the other Transaction Documents in accordance with its specific terms. It is accordingly agreed that Investor shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement or such other Transaction Document and to enforce specifically the terms and provisions hereof or thereof, this being in addition to any other remedy to which any Investor may be entitled under the Transaction Documents, at law or in equity. For the avoidance of doubt, in the event Investor seeks to obtain an injunction against Company or Boatworks or specific performance of any provision of any Transaction Document, such action shall not be a waiver of any right of Investor under any Transaction Document, at law, or in equity, including without limitation its rights to arbitrate any Claim pursuant to the terms of the Transaction Documents.

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

user: Title or the right to possess Confidential Information as between the parties shall remain in the disclosing party. (a) This Agreement is neither intended to nor shall it be construed as creating a joint venture, partnership or other form of business association between the parties, nor an obligation to buy or sell products using or incorporating the Confidential Information, nor as creating an implied or express license grant from either party to the other.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: work is done once they have ruled proffered evidence admissible or inadmissible” instead of assessing whether the expert’s testimony fits the task at hand). 32 . Daubert v. Merrell Dow Pharms., Inc., 509 U.S. 579, 113 S.Ct. 2786, 125 L.Ed.2d 469 (1993). 33 . Kelly v. State, 824 S.W.2d 568 (Tex.Crim.App.1992). 34 . Nenno v. State, 970 S.W.2d 549 (Tex.Crim.App.1998). 35 . Cole, supra note 31, at 819-24. 36 . Id. 37 . 928 S.W.2d 550 (Tex.Crim.App.1996) (discussing the importance of assessing the reliability of scientific evidence and how trial judges must act as gatekeepers to weed out "junk” science; concluding that the scientific testimony of a psychologist on the reliability of eyewitness identification is relevant and may be admissible). 38 . 354 S.W.3d 425, 435-36 (Tex.Crim.App.2011) (<HOLDING>); see also State v. Esparza, 413 S.W.3d 81, 94 Options: A. holding that a specific instruction was unnecessary because eyewitness was crossexamined and the eyewitness testimony was discussed in defense counsels opening statement B. holding that any deficiency in counsels failure to object to alleged hearsay testimony that repeated statement of witness regarding identity of murder perpetrator did not prejudice defendant and thus was not ineffective assistance when testimony was cumulative of other eyewitness testimony C. holding admissible expert testimony concerning factors that may impair eyewitness identification and rejecting that concerning a particular eyewitness credibility and the statistical probability of eyewitness misidentification D. holding that psychologists testimony on the reliability of eyewitness testimony was both relevant and reliable and thus should have been admitted E. holding the error harmless due to eyewitness corroboration of the victims testimony

assistant: The best answer is D. holding that psychologists testimony on the reliability of eyewitness testimony was both relevant and reliable and thus should have been admitted
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company and its subsidiaries have insurance policies of the type and in amounts customarily carried by organizations conducting businesses or owning assets similar to those of the Company and its subsidiaries. There is no material claim pending under any such policy as to which coverage has been questioned, denied or disputed by the underwriter of such policy.

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: invasion, and Issa’s blood found on a wooden fence slat in the back yard of the subject home, Issa’s counsel argued in his closing that his client went with others to the victims’ home but abandoned the robbery plan, was then shot by one of the other perpetrators, and remained in the back yard for some time after being wounded. And in a further effort to explain why all three victims testified that the perpetrator who struggled with C. D. was shot, Issa’s counsel posited that this unknown perpetrator faked being wounde r v. State, 293 Ga. 282, 283 (745 SE2d 646) (2013) (punctuation omitted); accord Gordon v. State, 334 Ga. App. 633, 634 (780 SE2d 376) (2015). 61 Gordon, 334 Ga. App. at 634 (punctuation omitted); see McNair, 293 Ga. at 283 (noting that the rule of 7 5 SE2d 187) (2015) Options: A. holding that the defendant was guilty of leaving the scene because the injured party and a police officer were present at the scene within a reasonable time after the accident B. holding counsels failure to object to victim impact testimony and evidence was not ineffective assistance of counsel when the trial record was silent as to counsels strategy C. holding that trial counsels strategy of explaining that defendant was at the scene of crime to deal drugs rather than commit robbery was not unreasonable D. holding that trial counsels decision to submit evidence to the jury that his confession was coerced rather than submitting the evidence to the judge in a motion to suppress was a matter of trial strategy and thus did not constitute ineffective assistance E. holding that counsels failure to object or request a limiting instruction for evidence of defendants incarceration was sound trial strategy

assistant: The best answer is C. holding that trial counsels strategy of explaining that defendant was at the scene of crime to deal drugs rather than commit robbery was not unreasonable
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 be responsible for the payment of any placement agent’s fees, financial advisory fees, transfer agent fees, DTC (as defined below) fees or broker’s commissions (other than for Persons engaged by the Holder) relating to or arising out of the transactions contemplated hereby (including, without limitation, any fees or commissions payable to the Placement Agent, who is the Company’s sole placement agent in connection with the transactions contemplated by this Agreement). The Company shall pay, and hold the Holder harmless against, any liability, loss or expense (including, without limitation, reasonable attorneys’ fees and out-of-pocket expenses) arising in connection with any claim relating to any such payment. Except as otherwise set forth herein, each party to this Agreement shall bear its own expenses in connection with the sale of the New Securities to the Holder.

assistant: Fees