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: in employment discrimination cases,” citing Haglof v. Northwest Rehabilitation, Inc., 910 F.2d 492, 495 (8th Cir.1990); Hillebrand, 827 F.2d at 364). Summary judgment is appropriate in employment discrimination cases only in “those rare instances where there is no dispute of fact and where there exists only one conclusion.” Johnson, 931 F.2d at 1244; see also Webb v. St. Louis Post-Dispatch, 51 F.3d 147, 148 (8th Cir.1995) (quoting Johnson, 931 F.2d at 1244); Crawford, 37 F.3d at 1341 (quoting Johnson, 931 F.2d at 1244). To put it another way, “[bjecause discrimination cases often depend on inferences rather than on direct evidence, summary judgment should not be granted unless the evidence could not support any reasonable inference for the nonmovant.” Crawford, 37 F.3d at 1341 (<HOLDING>); accord Snow, 128 F.3d at 1205 (“Because Options: A. holding that summary judgment is not appropriate if there is a genuine dispute about a material fact B. holding that unsupported allegations or denials are insufficient to create a genuine issue of material fact for purposes of summary judgment C. holding that an eeoc reasonable cause determination letter did not constitute evidence precluding summary judgment when the other evidence was insufficient to create a genuine issue of material fact D. holding that when there are no genuine issues of material fact summary judgment is appropriate E. holding that there was a genuine issue of material fact precluding summary judgment

assistant: The best answer is E. holding that there was a genuine issue of material fact precluding summary judgment
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: enough to overcome the far more fundamental principles involving the sanctity of certification/recognition and exclusive representation. We are likewise aware of no case in which a union has been permitted to bargain over the conditions of employment of excluded supervisory personnel. The absence of any such case is easily explained. Under the FSLMRS (and the NLRA), supervisors are members of management and are legally disabled from belonging to any bargaining unit, see 5 U.S.C. § 7112(b)(1); as such, the same policies that prevent a union from purporting to regulate the conditions of employment of persons in other units apply with equal force to supervisory personnel. Indeed, the Authority itself has recognized as much. See National Council of Field Labor Locals, 3 F.L.R.A. at 292 (<HOLDING>). With regard to non-employees and employees Options: A. holding that a constitutional violation by a subordinate is a predicate for supervisory liability under 1983 B. holding that an employer alone is liable for a violation of title vii by supervisory employees C. holding that employer may be held liable under 1981 for discrimination by supervisory employee D. holding nonnegotiable proposal specifying procedure for filling management and supervisory positions E. holding that supervisory liability under 1983 requires a showing that the supervisory official at least implicitly authorized or approved or knowingly acquiesced in the unconstitutional conduct of the offending subordinate

assistant: The best answer is D. holding nonnegotiable proposal specifying procedure for filling management and supervisory 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: the warrantless dog sniff violated his federal and state constitutional rights, and the evidence seized as a result of the warrant should be suppressed. When reviewing pretrial orders on motions to suppress evidence, appellate courts “independently review the facts and determine, as a matter of law, whether the district court erred in suppressing — or not suppressing — the evidence.” State v. Harris, 590 N.W.2d 90, 98 (Minn.1999). Under the Fourth Amendment, whether a dog sniff is a search depends on (1) the level of a person’s expectation of privacy in the place where the sniff occurs and (2) the level of intrusiveness of the sniff. State v. Carter, 697 N.W.2d 199, 207 (Minn.2005) (citing United States v. Place, 462 U.S. 696, 707, 103 S.Ct. 2637, 2644-45, 77 L.Ed.2d 110 (1983) (<HOLDING>)). The intrusiveness of a dog sniff is minimal Options: A. holding that a canine sniff of luggage does not constitute a search B. holding that feel ing and squeezing exterior of luggage in overhead compartment of bus is not a search under the fourth amendment C. holding a dog sniff outside the defendants front door was not a fourth amendment search D. holding that a dog sniff of the exterior of luggage in a public airport does not constitute a search under the fourth amendment E. holding that canine sniff not a search under the fourth amendment

assistant: The best answer is D. holding that a dog sniff of the exterior of luggage in a public airport does not constitute a search under the fourth amendment
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: For purposes of litigating any dispute that arises under this RSU Award or these Terms and Conditions, the parties hereby submit to and consent to the jurisdiction of the State of Tennessee, agree that such litigation shall be conducted in the courts of Shelby County, Tennessee, or the federal courts for the United States for the Western District of Tennessee.

assistant: Venues
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 Plan will terminate automatically on May 23, 2022. In addition, the Plan may be terminated at any time by the Board. The Plan will remain in effect with respect to outstanding Benefits until no Benefits remain outstanding.

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: This Agreement (including the Exhibits hereto), together with the Asset Exchange Agreement and the Merger Agreement, constitutes the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior written agreements, arrangements, communications and understandings and all prior and contemporaneous oral agreements, arrangements, communications and understandings among the Parties with respect to such subject matter.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the EPA itself takes the position that an RCRA citizen suit may be brought after a state has received authorization to operate its program in lieu of the federal program: “[ujnder RCRA, Section 7002, any person may commence a civil action on his own behalf against any government instrumentality or any person who is alleged to be in violation of permits, regulations, conditions, etc. [¶]... ] As a result, any person, whether in an authorized or unauthorized State, may sue to enforce compliance with statutory and regulatory standards.” Lutz v. Chromatex, Inc., 725 F.Supp. 258, 261 (M.D.Pa.1989) (quoting 45 Fed.Reg. 85016 (Dec. 24, 1980) (emphasis added); citing also 49 Fed.Reg. 48300 (Dec. 12, 1984)); see also Sierra Club v. Chemical Handling Corp., 824 F.Supp. 195, 197 (D.Colo.1993) (<HOLDING>); Murray v. Bath Iron Works Corp., 867 F.Supp. Options: A. holding that because colorados hazardous waste program was authorized by rcra it became effective pursuant to rcra and the citizen suit provision of section 6972a1a applies B. holding that the court lacked jurisdiction to adjudicate waste management of north americas claim that the el toro marine corps air base was required to award waste management of north america with a waste collection award since it was the only permittee in orange county because the case was not properly initiated as a citizen suit under rcra in addition the united states court of appeals for the ninth circuit held that waste management of north america did not have standing under 31 usc 35512 since it did not file a proper bid protest nor submit a bid C. holding that compliance with analogous notice provision of the resource conservation and recovery act rcra was a mandatory condition precedent to suit D. holding that the court had jurisdiction to hear the suit under the citizen suit provision of the caa E. holding as a matter of course that georgias epaapproved ust program is enforceable by a rcra citizen suit

assistant: The best answer is A. holding that because colorados hazardous waste program was authorized by rcra it became effective pursuant to rcra and the citizen suit provision of section 6972a1a applies
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: 730 A.2d at 150. We also have said that “[t]o be permanently disfigured” for the cognate crime of malicious disfigurement “means that the person is appreciably less attractive or that a part of his [or her] body is to some appreciable degree less useful or functional than it was before the injury.” Perkins, 446 A.2d at 26. Plainly, it is difficult to be precise about the degree of seriousness required, but we think it fair to conclude that only more severe and extensive bruising than J.G. sustained should be treated as disfigurements for purposes of the crime of aggravated assault; to do otherwise likely would be to trivialize the statute and to disregard the “high threshold of injury” it erects. Jenkins, 877 A.2d at 1069; cf. Stroman v. United States, 878 A.2d 1241, 1246 (D.C.2005) (<HOLDING>). Even assuming, though, that J.G.’s bruises Options: A. holding that a defendant may not be convicted of multiple offenses under 922g on the basis that he belonged to more than one prohibited class or that he simultaneously possessed more than one firearm B. holding in a prosecution for attempted possession of a prohibited weapon that a cut on the forehead requiring fifteen stitches though more than a mere bruise was not shown to be a protracted and obvious disfigurement C. holding that something more than a mere error of law is required to constitute misconduct D. holding that probable cause is something more than mere suspicion E. holding that persecution is an extreme concept requiring more than mere harassment

assistant: The best answer is B. holding in a prosecution for attempted possession of a prohibited weapon that a cut on the forehead requiring fifteen stitches though more than a mere bruise was not shown to be a protracted and obvious disfigurement
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: Any notices, consents, waivers or other communications required or permitted to be given under the terms hereof must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party) (iii) upon receipt, when sent by email; or (iv) one (1) Business Day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be those set forth in the communications and documents that each party has provided the other immediately preceding the issuance of this Note or at such other address and/or facsimile number and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) Business Days prior to the effectiveness of such change. Written confirmation of receipt (i) given by the recipient of such notice, consent, waiver or other communication, (ii) mechanically or electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (iii) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of constitutional error, there has been an advancement in DNA technology that could demonstrate a viable claim of actual innocence, and the habeas petitioner faces execution, the Court acted within its discretion in finding that good cause was shown to make limited processes of discovery available to Cherrix. See Bracy, 520 U.S. at 909, 117 S.Ct. 1793 (stating that it is the duty of the court to provide the necessary facilities and procedures for an adequate inquiry); compare Jenkins, 1992 WL 32342, at *1 (finding that the habeas petitioner had shown good cause to use discovery devices of the Federal Rules because the DNA fingerprinting tests petitioner sought to utilize were unavailable at the time of his trial); Gaitan-Campanioni v. Thornburgh, 111 F.Supp. 1355, 1356 (E.D.Tex.1991) (<HOLDING>). Petitioners argue that Cherrix should not be Options: A. holding that while as a general matter discovery should be freely permitted j jurisdictional discovery is justified only if the plaintiff reasonably demonstrates that it can supplement its jurisdictional allegations through discovery B. holding that district court did not abuse its discretion by denying motion to extend discovery where no effort was made to explain why the requested discovery could not have taken place within the original discovery period C. holding that although discovery is permitted in habeas cases only by leave of court court should nor hesitate to allow discovery where it will help illuminate issues underlying applicants claim D. holding that a discovery exception to a statute of limitation applies only to the discovery of facts not discovery of the law E. recognizing trial courts decision on discovery issues implies a finding that requested discovery was not reasonably available

assistant: The best answer is C. holding that although discovery is permitted in habeas cases only by leave of court court should nor hesitate to allow discovery where it will help illuminate issues underlying applicants claim
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall pay you at the rate of $50,000 per month during the Term, in monthly installments, payable on the first business day of each month during the Term. In addition, you will be entitled to reimbursement for all reasonable, documented expenses associated with your services requested by the Company under this Consulting Agreement. In the event that the Consulting Agreement terminates pursuant to Section 1(a) or is terminated by the Company pursuant to Section 1(e) prior to June 30, 2018, the Company will continue to pay the monthly fee through June 30, 2018. Except as provided in the immediately preceding sentence, the Company will have no obligation to pay the consulting fee following any other termination of this Consulting Agreement and the Consulting Services.

assistant: Fees
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 Seller has received notice of any Legal Proceedings pending or, to the Knowledge of the Company, threatened that question the validity of this Agreement or the Transaction Documents or any action taken or to be taken by a seller in connection with the consummation of the transactions contemplated hereby or thereby. Schedule 3.11 sets forth a true, correct and complete list of all Legal Proceedings a Seller has received notice of pending against or affecting the Network or the Acquired Assets at Law or in equity. No Seller has received notice of any outstanding or, to the Knowledge of the Company, threatened Order (as defined in Section 8.1 hereof) of any Governmental Body against, affecting or naming a Seller with respect to the Network or affecting any of the Acquired Assets.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: the arbitrator shall not be bound by rulings in prior arbitrations involving different users , but is bound by rulings in prior arbitrations involving the same ebay user to the extent required 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 legal provision and list the applicable contract clause categories. Provision: Schedule 3.13 sets forth a complete and correct list of, and that separately identifies, (a) all Title IV Plans, (b) all Multiemployer Plans and (c) all material Benefit Plans. Each Benefit Plan, and each trust thereunder, intended to qualify for tax exempt status under Section 401 or 501 of the Code or other Requirements of Law so qualifies. Except for those that would not, in the aggregate, have a Material Adverse Effect, (x) each Benefit Plan is in compliance with applicable provisions of ERISA, the Code and other Requirements of Law, (y) there are no existing or pending (or to the knowledge of any Group Member, threatened) claims (other than routine claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigation involving any Benefit Plan to which any Group Member incurs or otherwise has or could have an obligation or any Liability and (z) no ERISA Event is reasonably expected to occur. No ERISA Event has occurred in connection with which obligations and liabilities (contingent or otherwise) remain outstanding. No ERISA Affiliate would have any Withdrawal Liability as a result of a complete withdrawal from any Multiemployer Plan on the date this representation is made. No ERISA Affiliate has incurred any liability under Title IV of ERISA that remains outstanding (other than PBGC premiums due but not delinquent).

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: Section and subsection headings in this Amendment No. 2 are included herein for convenience of reference only and shall not constitute a part of this Amendment No. 2 for any other purpose or be given any substantive effect.

assistant: Headings
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: (i) The Company shall provide each Participant written notice of such Change in Control, (ii) all outstanding Stock Options and Stock Appreciation Rights of such Participant shall automatically accelerate and become fully exercisable, and (iii) the restrictions and conditions on all outstanding Restricted Shares and Restricted Share Units held by such Participant shall immediately lapse.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment No. 7 shall not be changed, modified or amended except in writing and signed by both of the Parties hereto . The provisions of this Amendment No. 7 shall be considered a part of the Agreement. Except as specifically amended i n this Amendment No. 7 , the provisions of the Agreement, as amended , remain unaffected and in full force and effect. The provisions of this Amendment No. 7 shall prevail in the event of any conflict between the provisions hereof and the provisions of the Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Release Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which together shall constitute one and the same instrument. This Release Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories. Photographic copies of such signed counterparts may be used in lieu of the originals for any purpose.

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: This Agreement may be terminated by the Company or the Purchaser by written notice to the other party if the Closing has not been consummated on or before September 30, 2018; provided, however, that no such termination will 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 case excerpt and choose the best holding from the options. Case excerpt: effect to a non-retroactive decision are plausible in Abu-Jamal II, in this case we have made clear that appellant’s Mills claim is defaulted, and the only cognizable .collateral claim he has is a derivative claim concerning trial and direct appeal counsel. Thus, the Third Circuit presumably would have to invoke a reason other than the one devised in Abu-Jamal if it is determined to grant retroactive Mills relief here. Justice EAKIN joins this opinion. 1 . Mills v. Maryland, 486 U.S. 367, 108 S.Ct. 88 A.2d 624, 629 n. 5 (2005) (noting that Atkins would qualify for retroactive application under first Teague exception). 7 . See Saffle v. Parks, 494 U.S. 484, 495, 110 S.Ct. 1257, 108 L.Ed.2d 415 (1990) (citing Gideon v. Wainwright, 372 U.S. 335, 83 S.Ct. 792, 9 L.Ed.2d 799 (1963) (<HOLDING>) to illustrate "the type of rule coming within” Options: A. holding that defendants have a right to counsel in criminal proceedings B. recognizing a defendants constitutional right to be represented by counsel of his own choice C. holding that a criminal defendant has a sixth amendment right to counsel at trial D. holding that a defendant does not have the right to be represented by counsel in postconviction proceedings which are civil proceedings E. holding that a defendant has right to be represented by counsel in all criminal trials for serious offenses

assistant: The best answer is E. holding that a defendant has right to be represented by counsel in all criminal trials for serious offenses
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: There are no actions, suits, proceedings or investigations pending or, to the knowledge of Banjo, threatened against Banjo, or affecting Banjo or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind. Banjo is not in default with respect to any judgment, order, writ, injunction, decree, award, rule or regulation of any court, arbitrator, or governmental agency or instrumentality.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: arbitration clauses require arbitration only if the dispute is related to thé class of claims- identified in the clause. See Gerling Global Reinsurance Corp., 302 A.D.2d at 126, 752 N.Y.S.2d 611. “Where the arbitration clause is narrow, a collateral matter will generally be ruled beyond its purview.” Id. (quoting Louis Dreyfus Negoce S.A. v. Blystad Shipping & Trading Inc., 252 F.3d 218, 224 (2d Cir.2001)) (alteration and internal quotation marks omitted). Regardless of whether an arbitration clause is broad or narrow, arbitration is strongly favored under New York law and any doubts about whether an issue is arbitrable should be resolved in favor of arbitration. See Louis Dreyfus Negoce S.A., 252 F.3d at 223 ., 220 A.D.2d 752, 753, 633 N.Y.S.2d 180 (N.Y.App.Div.1995) (per curiam) (<HOLDING>).. Vocada argues that the parties’ narrow Options: A. holding that judicial review of arbitration awards is narrow in scope B. holding that the parties choice to require arbitration for disputes which arise under a contract when the standard language was arising out of or relating to demonstrated that the parties intended the agreement to be narrow C. holding that where an arbitration agreement between an employer and employee does not specifically provide for the handling of arbitration costs california courts should interpret the arbitration agreement as providing that the employer must bear the arbitration forum costs D. holding that claims of breach of fiduciary duty negligence and fraud were subject to arbitration in light of broad arbitration clause which called for arbitration of any controversy arising out of or relating to this agreement breach thereof or any aecounts E. holding that an arbitration clause was narrow when it called for arbitration only of disputes relating to certain payments made under the lease

assistant: The best answer is E. holding that an arbitration clause was narrow when it called for arbitration only of disputes relating to certain payments made under the lease
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 provision of this Agreement, as applied to any party or to any circumstance, shall be found by a court to be void, invalid or unenforceable, the same shall in no way affect any other provision of this Agreement, the application of any such provision in any other circumstance, or the validity or enforceability of this Agreement.

assistant: Enforceability
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: BORROWER AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR ANY FEDERAL COURT SITTING THEREIN AND CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON BORROWER BY MAIL AT THE ADDRESS SET FORTH HEREIN. BORROWER HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT FORUM.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The capitalization of the Company is as set forth on Schedule 3.1(g). The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock or the capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Purchaser) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

assistant: Capitalization
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 execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby do not and will not: (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles of incorporation, bylaws or other organizational or charter documents, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations and the rules and regulations, assuming the correctness of the representations and warranties made by the Purchasers herein, of any self-regulatory organization to which the Company or its securities are subject, including all applicable Trading Markets), or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.

assistant: No Conflicts
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: incentive for Liberty to terminate coverage or deny the claim. Under such facts, “the potential for self-interested decision-making is evident.” Univ. Hosps. of Cleveland v. Emerson Elec. Co., 202 F.3d 839, 846 n. 4 (6th Cir.2000). “The ‘possible conflict of interest’ inherent in this situation ‘should be taken into account as a factor in determining whether [Liberty’s] decision was arbitrary and capricious.’.” Id. (quoting Davis v. Kentucky Finance Cos. Retirement Plan, 887 F.2d 689, 694 (6th Cir.1989), cert. denied, 495 U.S. 905, 110 S.Ct. 1924, 109 L.Ed.2d 288 (1990)); see also Firestone Tire and Rubber Co., 489 U.S. 101, 115, 109 S.Ct. 948, 103 L.Ed.2d 80 (1989); Darland, 317 F.3d at 527-528; Whitaker v. Hartford Life and Accident Insurance Co., 121 Fed. Appx. 86, 87 (6th Cir.2005) (<HOLDING>). While several courts have altered the Options: A. holding that a heightened arbitrary and capricious standard of review applied to the decision to deny benefits under the erisa plan B. holding that a court is to factor an insurers dual role into its review under the arbitrary and capricious standard though the standard remains arbitrary and capri cious C. holding that under the arbitrary and capricious standard this court must consider whether the decision was based on a consideration of the relevant factors and whether there has been a clear error of judgment D. holding that when applying an arbitrary and capricious standard of review the courts role is to determine whether the plan administrators decision was completely unreasonable E. holding that the arbitrary and capricious standard performs its usual role of assuring factual support in a case involving a nhtsa decision to rescind a motor vehicle safety standard

assistant: The best answer is B. holding that a court is to factor an insurers dual role into its review under the arbitrary and capricious standard though the standard remains arbitrary and capri cious
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 provision of the Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.

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 legal provision and list the applicable contract clause categories. Provision: Notwithstanding any other provision of this Agreement to the contrary, all determinations and redeterminations and adjustments by the Administrative Agent (and any determinations and decisions by each of the Revolving Credit Lenders or the Required Revolving Credit Lenders in connection therewith, or in connection with the provisions of Section 9.11(d) , including any thereof approving or disapproving a proposed redetermination or redetermination by the Administrative Agent or effecting any adjustment to any element included in a Reserve Report or the determination or redetermination of the Borrowing Base) shall be made by any such Person as it deems appropriate in its sole discretion and consistent with its normal oil and gas lending criteria as it exists at the particular time, and any such determination, redetermination or adjustment shall consider any other relevant information or factors, including without limitation, any additional Debt or other obligations that have been incurred or that the Parent and the Subsidiaries intend or expect to incur that such Person may deem appropriate in its sole discretion.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Investor and the Company will be entitled to specific performance under the Transaction Documents. The Parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations described in the foregoing sentence and hereby agrees to waive in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.

assistant: Remedies
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 execution, delivery and performance by the Investor of the Transaction Documents has been duly authorized and each will constitute the valid and legally binding obligation of the Investor, enforceable against the Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally and to general equity principles.

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: No failure or delay on the part of the Purchaser, the Servicer, Santander Consumer, the Issuer or the Indenture Trustee in exercising any power or right hereunder (to the extent such Person has any power or right hereunder) shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Purchaser or Santander Consumer in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by either party under this Agreement shall, except as may otherwise be stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval under this Agreement shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each party’s obligations under this Section 2.15 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Bank, the termination of the Revolving Commitments and the repayment, satisfaction or discharge of all Obligations.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you may not post violent , nude , partially nude , discriminatory , unlawful , infringing , hateful , pornographic or sexually suggestive photos or other content via the service .

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: “One who asserts an uncompensated taking claim must first establish that a vested property right is affected.” Id. at 787-788. “Without a property right, a plaintiff has no basis for challenging a statute on the ground that it constitutes a confiscatory taking without due process of law.” Id. at 788. A vested property right is an interest that is more than a mere expectation. Id. Rather, it requires a “legitimate claim of entitlement.” Berkowitz v Dep’t of Licensing & Regulation, 127 Mich App 556, 563; 339 NW2d 484 (1983). In this case, although plaintiff might have had an expectation that his education, examination results, and experience would enable him to obtain a residency and ultimately a full license to practice medicine, that is not a vested property right. See id. at 562-563 (<HOLDING>); Nolan, 151 Mich at 655 (“We conclude that Options: A. holding that entitlement to benefits is a property interest protected by the due process clause of the fifth amendment to the united states constitution B. holding that the inmate had no cognizable due process claim because he had no liberty interest in being free from disciplinary segregation C. holding that applicants for welfare benefits had a property interest or legitimate claim of entitlement and were entitled to due process to protect that interest D. holding that a professionals license is a protected property interest E. holding that the appellant had no property interest protected by due process in obtaining a psychology license because he did not have a legitimate claim to being licensed pursuant to the rules promulgated under the former psychologist registration act

assistant: The best answer is E. holding that the appellant had no property interest protected by due process in obtaining a psychology license because he did not have a legitimate claim to being licensed pursuant to the rules promulgated under the former psychologist registration act
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: relies.’ ” Guarino, 980 F.2d at 405 (quoting InterRoyal Corp. v. Sponseller, 889 F.2d 108, 111 (6th Cir.1989), cert. denied, 494 U.S. 1091, 110 S.Ct. 1839, 108 L.Ed.2d 967 (1990)). Summary judgment is not appropriate if the evidence is such that a reasonable jury could return a verdict for the non-moving party. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986). Conclusory allegations, however, are not sufficient to defeat a motion for summary judgment. McDonald v. Union Camp Corp., 898 F.2d 1155, 1162 (6th Cir.1990). DISCUSSION A. Reformation of Contracts Under Florida Law Reformation is an equitable remedy. The doctrine wa So.2d 144, 150 (Fla.Dist.Ct.App.1996); SunBank/North Fla. Nat'l Ass’n v. Tuttle, 683 So.2d 1189, 1190 (Fla.Dist.Ct.App.1996) (<HOLDING>); Alexander v. Kirkham, 365 So.2d 1038, 1040 Options: A. holding debtor could cure after the debtor had previously made payments to the bank B. holding that the bank was not entitled to reform the note which stated that debtor would make monthly payments less than what the parties intended even though error was mutual mistake of parties where debtor made all of the previous payments was retired and could not afford to pay any additional obligations to the bank and meet his current living expenses C. holding that debtor not bank paid the propertytax redemption amount even though debtor paid this amount using proceeds of loan from the bank D. holding debtor could include property because the bank accepted payments directly from the debtor and had previously allowed the debtor to cure default E. holding postpetition payments due to the debtor under a prepetition noncompete agreement were not property of the estate because the debtor had not done all acts necessary to accrue his right to the future payments

assistant: The best answer is B. holding that the bank was not entitled to reform the note which stated that debtor would make monthly payments less than what the parties intended even though error was mutual mistake of parties where debtor made all of the previous payments was retired and could not afford to pay any additional obligations to the bank and meet his current living expenses
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: E. Attorney Conflict of Interest An actual conflict is one “that affected counsel’s performance — as opposed to a mere theoretical division of loyalties.” Mickens v. Taylor, 535 U.S. 162, 171, 122 S.Ct. 1237, 152 L.Ed.2d 291 (2002). The Court reviews such claims de novo. Lambert v. Blodgett, 393 F.3d 943, 985 (9th Cir.2004). The Government initially argues that there can be no finding of inadequate assistance of counsel if we hold that Whitney waived his right to counsel; that once the Sixth Amendment is waived, it cannot be violated. Cf. Robinson v. Ignacio, 360 F. 3d 1044, 1056 (9th Cir.2004). The Government’s argument is unpersuasive. Counsel must meet constitutional requirements prior to a defendant’s waiver if the Sixth Amendment has attached. Cf. Robinson, 360 F.3d at 1059 (<HOLDING>). Whitney points to two conflicts. First, he Options: A. holding that constitution protected right to counsel at sentencing even where it was waived at trial B. holding that notice to counsel may be waived C. holding that a criminal defendant has a sixth amendment right to counsel at trial D. holding that at resentencing the district court was entitled to assume that the waiver was still in effect and was not required to again advise defendant of his right to counsel where defendant had waived counsel at the plea stage E. holding that the right applies at capital sentencing in particular

assistant: The best answer is A. holding that constitution protected right to counsel at sentencing even where it was waived at trial