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: claims, specifically, those tort claims that are intertwined with ecclesiastical investigations or proceedings involving the employment or discipline of clergy. As demonstrated above, the plaintiffs’ tort claims are intertwined with ecclesiastical investigations and proceedings involving the employment and discipline of Reverend Greer. Therefore, the plaintiffs’ tort claims would trigger the same type of impermissible investigation prohibited by Ex parte Bole, regardless of the plaintiffs’ third-party status. Because the petitioners have demonstrated that the First Amendment protections set out in Ex parte Bole are applicable to this case, I would grant the relief requested in the petition for the writ of mandamus. Accordingly, I respectfully dissent. 1 . inn.Ct.App. Sept. 22, 1997) (<HOLDING>); Missouri: Gibson v. Brewer, 952 S.W.2d 239, Options: A. holding that first amendment barred parishioners negligent hiring and supervision and breach of fiduciary duty claims against pastor and church for sexual contact that occurred between pastor and parishioner during the course of a counseling relationship B. holding that first amendment barred child victim of sexual abuse by priest from bringing negligent hiring and supervision claims but that first amendment would not be violated by adjudication of claim of intentional failure to supervise priest C. holding that first amendment barred negligent hiring and supervision claim against archdiocese for alleged sexual abuse of minor by priest D. recognizing torts of negligent hiring supervision and retention E. holding that negligent retention and supervision claims based upon a pastors sexual contact with parishioners was barred by the first amendment

assistant: The best answer is E. holding that negligent retention and supervision claims based upon a pastors sexual contact with parishioners was barred by the first 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 case excerpt and choose the best holding from the options. Case excerpt: not include McCormick as an aggressor, the jury found Defendant guilty of McCormick’s murder. It is not possible to determine whether the jury rendered a proper verdict when the defense instructions were inadequate regarding the shooting of McCormick. Accordingly, we have grave concerns about whether the jury understood Defendant’s theory of defense and considered the facts in light of his theory. See State v. Mascareñas, 2000-NMSC-017, ¶ 21, 129 N.M. 230, 4 P.3d 1221 (reversing the defendant’s conviction under the fundamental error rule because there was “simply no way to determine that the jury delivered its verdict on a legally adequate basis”); cf. Cunningham, 2000-NMSC-009, ¶¶ 15-19, 128 N.M. 711, 998 P.2d 176 (declining to invoke the fundamental error rule beca . 692, 42 P.3d 272 (<HOLDING>). Because the error went to the heart of Options: A. holding that the improper use of a mixedmotive instruction in a butfor case shifted the burden of persuasion on a central issue in the case and therefore the error cannot be harmless B. holding that it was not error for the court to give a substantive new instruction to the jury after deliberations began where the instruction was given in court with the defendant and his counsel present C. recognizing that in any criminal trial the credibility of the prosecutions witnesses is central D. holding that in a criminal trial the trial court must correct or amend an improper instruction if the proper instruction is necessary for the jury to understand the case E. recognizing that in such close circumstances where the error involves the central issue in the case it is the better policy to require a new trial under the correct instruction

assistant: The best answer is E. recognizing that in such close circumstances where the error involves the central issue in the case it is the better policy to require a new trial under the correct instruction
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 to exercise and no delay in exercising on the part of the Holder, any right, option, remedy, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, option, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, option, remedy, power or privilege. The rights, options, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, options, remedies, powers and privileges provided by law.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the Fifth Circuit found that there was sufficient evidence for a jury to conclude that the defendant intended to cause bodily harm if his escape was met with any resistance, and that the evidence of such a “conditional” intent was sufficient to satisfy the intent element of the statute. Id. at 655. Similarly, in People v. Connors, 253 Ill. 266, 97 N.E. 643 (1912), the Illinois Supreme Court held that a defendant’s “intent to commit an offense which is coupled with an unlawful condition or demand,” is sufficient to satisfy a specific intent element of a statute. Id. 97 N.E. at 648. See also People v. Vandelinder, 192 Mich.App. 447, 481 N.W.2d 787 (1992); Commonwealth v. Richards, 363 Mass. 299, 293 N.E.2d 854 (1973). But see State v. Irwin, 55 N.C.App. 305, 285 S.E.2d 345, 349 (1982)(<HOLDING>); State v. Kinnemore, 34 Ohio App.2d 39, 295 Options: A. holding that extrinsic offense evidence was admissible to prove intent where the prosecutor stated that she anticipated the defendant would deny his intent to be involved in the charged offense and defense counsel did not even mention that he would refrain from contesting the intent issue B. holding where the prosecution had to prove the defendant had the intent to gratify his sexual desires that the intent exception to rule 404b is dispositive C. holding that the only intent necessary to convict a defendant under 18 usc 1513b for retaliating against a witness victim or informant was an intent to retaliate internal quotation marks omitted D. holding that intent is a separate element and evidence relating to intent is irrelevant to determining whether an object is a criminal instrument E. holding that evidence that a defendant would have had an intent to mil only if a particular event occurred is not sufficient to convict defendant of assault with intent to mil

assistant: The best answer is E. holding that evidence that a defendant would have had an intent to mil only if a particular event occurred is not sufficient to convict defendant of assault with intent to mil
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 interest will accrue on the Contributions of a participant in the Plan, except as may be required by Applicable Law, as determined by the Company, and if so required by the laws of a particular jurisdiction, will apply to all Participants in the relevant Offering under the 423 Component, except to the extent otherwise permitted by U.S. Treasury Regulation Section 1.423 ‑2(f).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and any claim, controversy or dispute arising out of or related to this Agreement, any of the transactions contemplated hereby, the relationship of the parties hereunder, or the interpretation and enforcement of the rights and duties of the parties, whether arising in contract, tort, equity or otherwise, shall be governed by and construed in accordance with the internal Laws of the State of Delaware applicable to contracts made in that state, without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the Laws of any jurisdiction other than the State of Delaware.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: U.S. at 28, 93 S.Ct. 1278; City of Cleburne, 473 U.S. at 445, 105 S.Ct. 3249. 8 . During oral argument, counsel for BLAG argued that another possible justification for DOMA, somewhat related to protection of the public fisc, is "to rationally maintain bargains that were decided upon by previous Congresses.... There were bargains made, and there were calculus [sic] made in terms of ... what benefits are we going to give, what burdens are we going to put on people.” (Transcript at 59.) The decision of where and how to protect the government fisc and to protect the bargains struck by previous Congresses does not independently constitute a rational basis upon which to differentiate among classes of citizens. See Diaz, 656 F.3d at 1014; see also Plyler, 457 U.S. at 227, 229, 102 S.Ct. 2382 (<HOLDING>). There must be some rational basis upon which Options: A. holding that government material witnesses do not constitute a particular social group B. holding that government informants are not members of a particular social group C. holding that preservation of government resources cannot as a matter of law justify barring some arbitrarily chosen group from a government program D. holding that government entities are subject to suit under section 1983 when the alleged unconstitutional conduct results from an official government policy or from practices of government officials that are so wellsettled as to constitute a custom or usage with the force of law E. holding that the use of any government resources whether salaries employees paper or buildings to accomplish a final listing of a species as endangered would entail government expenditure and thereby run afoul of statutory moratorium on spending for such purpose the government cannot make expenditures and therefore cannot act other than by appropriation

assistant: The best answer is C. holding that preservation of government resources cannot as a matter of law justify barring some arbitrarily chosen group from a government program
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All payments to be made by the Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein and except with respect to principal of and interest on Loans denominated in an Alternative Currency, all payments by the Borrowers hereunder shall be made to Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Agent’s Office in Dollars and in Same Day Funds not later than 2:00 p.m. on the date specified herein. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal and interest on Loans denominated in an Alternative Currency shall be made to Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Agent’s Office in such Alternative Currency and in Same Day Funds not later than the Applicable Time specified by Agent on the dates specified herein. Without limiting the generality of the foregoing, Agent may require that any payments due under this Agreement be made in the United States. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, such Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. Agent will promptly distribute to each Lender its Applicable Percentage for the applicable Loans (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by Agent (i) after 2:00 p.m., in the case of payments in Dollars, or (ii) after the Applicable Time specified by Agent in the case of payments in an Alternative Currency, shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by any Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and the closing documents referred to herein, and the transactions contemplated thereby, shall constitute Confidential Information (as defined in Section 10 of the PSA) of each party hereto. Neither party shall publicly announce or disclose this Agreement or the transactions contemplated hereby. For clarity Section 10 of the PSA shall survive the termination of the PSA. Notwithstanding the foregoing and Section 10 of the PSA, a party may disclose Confidential Information as required by applicable laws, rules and regulations including those of the Securities and Exchange Commission or any stock exchange on which a party’s securities are traded.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In the event of litigation arising out of this Agreement or the Employment Agreement, the prevailing party will be entitled to an award of its costs and reasonable attorneys’ fees. If either party breaches any term of this Agreement or the Employment Agreement, the prevailing party shall be entitled to its available legal and equitable remedies. For Company, this also includes but is not limited to suspending and recovering any and all payments and benefits made or to be made under Section 2 of this Agreement. If the Company seeks and/or obtains relief from an alleged breach of this Agreement, all of the provisions of this Agreement shall remain in full force and effect.

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 Issuers and the Executive acknowledge that each of them has had the benefit of legal counsel of its own choice and has been afforded an opportunity to review this Agreement with its legal counsel and that this Agreement shall be construed as if jointly drafted by the Issuers and the Executive.

assistant: Construction
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: Grp., Inc. v. United States, 658 F.3d 276 (2d Cir.2011) (affirming jury finding that a series of LILO and other transactions did not withstand the substance-over-form inquiry); Wells Fargo, 641 F.3d 1319 (Fed.Cir.2011) (same as to SILO transaction involving public transit vehicles); BB & T Corp. v. United States, 523 F.3d 461, 464 (4th Cir.2008) (affirming district court’s conclusion that “although the form involved a lease financed by a loan, BB & T did not actually acquire a genuine leasehold interest”); AWG Leasing Trust v. United States, 592 F.Supp.2d 953, 981-82 (N.D.Ohio 2008) (finding that in SILO transaction, taxpayer never obtained ownership interest in German waste-to-energy disposal treatment plant to support deductions); John Hancock Life Ins., 141 T.C. at 54-55 (2013) (<HOLDING>). In each of these cases, the court found that Options: A. holding to prove possession the state must show that a defendant possessed a certain substance the substance was illegal and he had knowledge of the presence of the substance B. holding that the substance of lilo transactions were not consistent with their legal form precluding various deductions C. holding that identity of parties for res judicata purposes is a determination of substance not mere form D. holding that quantity of the controlled substance does not have to be measurable to support a conviction for possession of such controlled substance particularly when the immeasurable amount of the substance is found on an implement used to consume the substance E. holding that possession of a controlled substance is a crime only if the defendant knowingly possesses the substance and has knowledge of the nature of that substance

assistant: The best answer is B. holding that the substance of lilo transactions were not consistent with their legal form precluding various deductions
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: on the meaning of this phrase. We disagree with Sachs's argument that the sale of only UPCM's stock and not its real property assets automatically places this transaction outside the reach of UREBA. Despite the fact that stocks or shares in a corporation are generally considered personal property, there are occasions when their transfer is entirely secondary to the transfer of real property assets. See J.I. Kislak v. Carol Mgmt. Corp., 7 A.D.2d 428, 184 N.Y.S.2d 815, 318 (N.Y.App.Div.1959) ("A sale of all of the stock of a corporation has been held to be a sale of its assets.") (internal quotation marks omitted). A number of jurisdictions analyze such transactions in terms of their substance rather than their form. See, e.g., Cooney v. Ritter, 939 F.2d 81, 86-89 (3d Cir.1991) (<HOLDING>); Shochet See., Inc. v. First Union Corp., 663 Options: A. holding in action for breach of contract caused by wrongful foreclosure and sale of shares of stock plaintiff was entitled to recover the fair market value of the stock at the time of its sale B. holding that the validity of a contract for a commission for the sale of real estate is determined by the law of the state where the contract is made C. holding the real estate sale proceeds D. holding in the analogous context of choiceoflaw in relation to the sale of personal property that compensation for arranging the sale is assessed apart from underlying sale E. holding that the new jersey real estate licensing act is applicable to the sale of a company through a stock sale

assistant: The best answer is E. holding that the new jersey real estate licensing act is applicable to the sale of a company through a stock sale
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: Concurrently with the delivery of this Agreement to the Corporation, Participant shall pay the Exercise Price for the Purchased Shares in accordance with the provisions of the Option Agreement and shall deliver whatever additional documents may be required by the Option Agreement as a condition for exercise.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as set forth in Schedule 3.19 , as of the Closing Date, no Borrower and no Subsidiary of any Borrower (i) has any Subsidiaries, or (ii) is engaged in any joint venture or partnership with any other Person, or is an Affiliate of any other Person. All issued and outstanding Stock and Stock Equivalents of each of the Borrowers and each of their respective Subsidiaries are duly authorized and validly issued, fully paid, non-assessable (if applicable), and free and clear of all Liens other than with respect to the Stock and Stock Equivalents of each of the Borrowers and Subsidiaries of each of the Borrowers, as applicable, those in favor of Term Agent, for the benefit of the Secured Parties and Permitted Liens. All such securities were issued in compliance with all applicable state and federal laws concerning the issuance of securities. As of the Closing Date, all of the issued and outstanding Stock of each Borrower and each Subsidiary of each Borrower is owned by each of the Persons and in the amounts set forth in Schedule 3.19 . Except as set forth in Schedule 3.19 , as of the Closing Date there are no pre-emptive or other outstanding rights to purchase, options, warrants or similar rights or agreements pursuant to which any Borrower may be required to issue, sell, repurchase or redeem any of its Stock or Stock Equivalents or any Stock or Stock Equivalents of its Subsidiaries. Set forth in Schedule 3.19 is a true and complete organizational chart of the Borrowers and all of their Subsidiaries as of the Closing Date.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the present case, River Street does not contend that the AAO acted outside the scope of authority delegated to it by statute in deciding to not credit River Street for depreciation amounts deducted from its net income. There is no question that the AAO has discretion to decide how to weigh relevant evidence in assessing a prospective employer’s ability to pay a proffered wage. Rather, River Street claims that in departing from its prior precedents without explanation, the AAO exercised its undisputed discretion in this area in an arbitrary and capricious manner. This type of inquiry is governed by section 706(2)(a). Whitman, 321 F.3d at 324. Moreover, this is the standard that this Court has recently applied in reviewing discretionary decisions by CIS. Royal Siam Corp., 484 F.3d at 148 (<HOLDING>). Thus, we will proceed to determine whether Options: A. holding that an agencys decision is to be set aside only if it is arbitrary capricious an abuse of discretion or otherwise not in accordance with law B. holding that rejection of a proposed strickland expert was not a prejudicial abuse of discretion C. recognizing that a court may reverse the pelrbs actions where those actions are arbitrary capricious or an abuse of discretion not supported by substantial evidence on the record taken as a whole or otherwise not in accordance with law D. holding that cis rejection of visa renewal application was not arbitrary capricious an abuse of discretion or otherwise not in accordance with law E. holding an authority ruling may only be set aside if arbitrary capricious an abuse of discretion or otherwise not in accordance with law

assistant: The best answer is D. holding that cis rejection of visa renewal application was not arbitrary capricious an abuse of discretion or otherwise not in accordance with law
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: Notice hereunder shall be deemed to have been duly given if in writing and delivered in person or by registered or certified mail, postage prepaid, return receipt requested, if to the Company, at its office at 6431 West Oakton, Morton Grove, IL 60053, or if to the Seller, at the address set forth on the signature page hereto (or at such other addresses as the parties may notify each other in accordance with the provisions of this Section 7).

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: always said' that bills must have both features, this case turns on the second prong .... Majority Op. ¶8 (bold emphasis added). However, there is no unbroken line of decisions as claimed by the majority accounting for this constitutional distinction between measures levying new taxes and measures removing exemptions. The quote from the majority cites to sixteén cases, leading the reader to believe that all sixteen cases support this “unbroken line of decisions” where we have made that distinction. Id. n. 21. In this long line of cases, only one relied on the exemption for a part of its holding. Leveridge, 1956 OK 77, ¶¶ 0, 13, 294 P.2d at 809, 812, Only one more of the cited cases even mentioned exemptions. Cornelius v. State ex rel Cruce, 1914 OK 222, ¶ 9, 40 Okla. 733, 140 P. 1187 (<HOLDING>). None of the other fourteen cases cited Options: A. holding that the segregation of funds was not a prerequisite to the establishment of a statutory trust under the internal revenue code B. holding that the essential purpose of use tax is the recoupment of lost sales tax revenue C. holding that it is apparent that this act is not a revenue bill within the contemplation of said section of the constitution fpr the reason that the revenue to be derived therefrom is merely an incident to the main object of the bill and that its general purpose was not that of raising revenue id 5 D. holding that a company that derived revenue from leasing its property was in business for purposes for the coal act E. holding that revenue rule did not bar prosecution of a money laundering scheme to defraud the canadian government of tax revenue

assistant: The best answer is C. holding that it is apparent that this act is not a revenue bill within the contemplation of said section of the constitution fpr the reason that the revenue to be derived therefrom is merely an incident to the main object of the bill and that its general purpose was not that of raising revenue id 5
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 shall not be assignable, in whole or in part, directly or indirectly, by any Party without the prior written consent of the other Parties (not to be unreasonably withheld or delayed), and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void. Notwithstanding the foregoing, this Agreement shall be assignable in whole in connection with a merger or consolidation or the sale of all or substantially all the assets of a Party so long as the resulting, surviving or transferee Business Entity assumes all the obligations of the relevant Party by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the other Parties. No assignment permitted by this Section 21(i) shall release the assigning Party from liability for the full performance of its obligations under this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 198 F.3d 100, 103-04 (3d Cir.1999)). ‘"When a term in an insurance policy is ambiguous ... and the intention of the parties cannot be discerned from the face of the policy, the court, in its attempts to arrive at a reasonable construction of the policy that is in accord with the parties’ apparent intention, may look to extrinsic evidence of the purpose of the insurance, its subject matter, the situation of the parties, and the circumstances surrounding the making of the contract.” Pacific Indemnity Co., 766 F.2d at 761. Ambiguous insurance contracts must be construed strictly against the insurer; ambiguities are to be resolved in favor of the insured. Id. Exclusions from coverage of an insurance policy will be effective against an V-041-B-A, 1996 WL 33370669 (N.D.Miss. Jan. 10, 1996) (<HOLDING>). Drumheller does not own the property through Options: A. holding that the public use exception was not applicable because the injury to the tenants employee occurred in an area of the leased premises that was not open to the public but was used only by employees B. holding that a pasture leased by the policyholder was not used in connection with the residence premises of the policyholder C. holding that an unpaved public street a short distance from the policyholders home was not part of the insured premises because it was not used in connection with the residence premises D. recognizing a landlords duty for injuries sustained on leased premises where the landlord is aware that the premises are leased with intent to admit the public E. holding under kansas law that a plumber who was injured while inspecting the leased premises in order to prepare an estimate for plumbing work had not entered the premises for the purpose for which they were leased and thus could not rely on the public use exception

assistant: The best answer is B. holding that a pasture leased by the policyholder was not used in connection with the residence premises of the policyholder
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: Enter into any arrangement with any Person providing for the leasing by any Group Member of real or personal property that has been or is to be sold or transferred by such Group Member to such Person or to any other Person to whom funds have been or are to be advanced by such Person on the security of such property or rental obligations of such Group Member, unless (a) the Disposition of the property subject to such transaction is permitted by Section 7.5 and the Borrower or the applicable Restricted Subsidiary would be entitled to incur Liens with respect to such transaction pursuant to Section 7.3 and Indebtedness in an amount equal to the Attributable Indebtedness with respect to such transaction pursuant to Section 7.2; (b) the Net Cash Proceeds received by the applicable Group Member in connection with such transaction are at least equal to the fair market value (as determined by the board of directors of the Borrower or a member of the senior management of the Borrower) of such property and (c) the Borrower or the applicable Subsidiary applies the Net Cash Proceeds of such transaction in accordance with Section 2.11; provided that the aggregate amount of consideration paid to the Group Members (and the aggregate principal amount of any Attributable Indebtedness) in respect of transactions permitted under this Section 7.10 shall not exceed $25,000,000.

assistant: Sales
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: 604 N.W.2d 43, 48 (Iowa 1999). For this reason, we have viewed the effect of promissory estoppel to imply a contract in law based on detrimental reliance. Id. However, other principles of contract law can conflict with the doctrine of promissory estoppel, such as the requirement of a writing for some types of contracts under the statute of frauds, and Miller opened the door to expand the promissory estoppel doctrine beyond its role as a substitute for consideration. Thus, promissory estoppel is not only a substitute for consideration, but is also recognized as an exception to the statute of frauds even in cases where the promise may be supported by consideration. See Warder & Lee Elevator, Inc., 274 N.W.2d at 343; see also Restatement (Second) of Contracts § 139 cmt. b, at 355 (1981) (<HOLDING>). Like part performance, it focuses on Options: A. holding appellants deposition testimony that he believed his oral contract would exist for another eight to ten years was unenforceable pursuant to statute of frauds B. recognizing circumstances that justify enforcement of a promise unenforceable under the statute of frauds C. holding that the statute of frauds operates even when there has been reliance on a promise D. holding that the statute of frauds bars a breach of contract claim based on an oral agreement to enter a future employment contract that would need to meet the statute of frauds E. holding that a parol modification of a lease having two years to run reducing the amount of rent was unenforceable under the statute of frauds

assistant: The best answer is B. recognizing circumstances that justify enforcement of a promise unenforceable under the statute of frauds
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 waiver by the Manager, any Member or any party to this Agreement at any time of a breach by a party of any provision of this Agreement to be performed by such other party shall be deemed a waiver of any similar or dissimilar provisions of this Agreement at the same or any prior or subsequent time.

assistant: No 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: This Agreement shall commence on the Effective Date, and unless terminated earlier as provided in this Article 10, shall continue in full force and effect until Licensee has no remaining payment obligations to Angionetics. Upon expiration (but not an earlier termination) of this Agreement, Licensee shall have a perpetual, non-exclusive, fully paid-up, royalty free license under the Angionetics IP to make, have made, use, sell, offer for sale and import such Product in the Territory.

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: upon a general remand for resentencing. We, therefore, reserve the issue. 3 . Even the Sixth and Tenth Circuits, which adopt a more lenient view of the scope of remand than does the Seventh Circuit, do not interpret Pepper as eliminating waiver. See United States v. West, 646 F.3d 745, 749 (10th Cir.2011) (favoring, in a post -Pepper regime, a rule whereby a district court "do[es] not make inquiry into whether the issue presented is antecedent to or arises out of the correction on appeal. Instead the district court is to look to the mandate for any limitations on the scope of the remand and, in the absence of such limitations, exercise discretion in determining the appropriate scope") (emphasis added); see also United States v. Garcia-Robles, 640 F.3d 159, 166 (6th Cir.2011) (<HOLDING>) (emphasis Options: A. holding the district court need not provide de novo review where the objections are frivolous conclusive or too general because the burden is on the parties to pinpoint those portions of the magistrates report that the district court must specifically consider B. holding that a district court is not to consider evidence of postconviction rehabilitation in deciding whether to resentence under crosby C. holding that a court of appeals should review de novo a district courts determination of state law D. holding in a postpepper regime that a general remand allows the district court to resentence the defendant de novo which means that the district court may consider new evidence and issues quoting united states v moore 131 f3d 595 59798 6th cir1997 E. holding that sentencing upon general remand is to be de novo requiring the district court to consider new objections to the presentence report

assistant: The best answer is D. holding in a postpepper regime that a general remand allows the district court to resentence the defendant de novo which means that the district court may consider new evidence and issues quoting united states v moore 131 f3d 595 59798 6th cir1997
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 the provision for earlier termination set forth in Section 5 hereof, the term of Executive’s employment under this Agreement shall begin on the Effective Date and continue to, and including, the fourth anniversary of the Effective Date (the “ Term ”). At the expiration of the Term, Executive agrees to voluntarily terminate Executive’s employment with the Company and any other entity controlled by, or under common control with, the Company (each, an “ Affiliate ”).

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: Def.’s Mot., Ex. E, Gaskins’ Decl. ¶ 5. Although plaintiff said that he “heard the rumor about [the cubicle] being unsafe[,]” he contends that the cubicle was not in disrepair and was removed solely in retaliation for his EEO complaint. Def.’s Mot., Ex. A, Jones Dep. at 113, 115. However, plaintiff did not testify that he was unable to complete his work assignments; rather, he testified that the result of the cubicle being dismantled was that he “had no place to put none of [his] stuff[,]” which included “records and stuff[,]” although he testified that the cubicle was replaced with a desk, albeit a small one. Id. at 114-15. These facts do not support a finding of an adverse action sufficient to establish a prima facie case of retaliation. See, e.g., Brodetski, 141 F.Supp.2d at 45 (<HOLDING>) (citation omitted). III. Conclusion For the Options: A. holding that the administrative transfer of a teacher which denied him the opportunity to teach his preferred subject could constitute an adverse employment action B. holding that plaintiff s allegations that defendants denied him his right to choose a new workstation on two occasions do not constitute adverse employment actions even if they made plaintiff feel slighted or wrong C. recognizing that employment actions can be adverse even if such actions are subsequently withdrawn D. holding that plaintiff failed to establish pretext where plaintiff was terminated after the employer conducted an investigation into a subordinates allegations of misconduct on the part of the plaintiff and believed the allegations to be true even though plaintiff presented evidence in the lawsuit that the allegations may have been false E. recognizing that a set of actions may constitute an adverse employment action when considered collectively even though some actions do not rise to the level of an adverse employment action individually

assistant: The best answer is B. holding that plaintiff s allegations that defendants denied him his right to choose a new workstation on two occasions do not constitute adverse employment actions even if they made plaintiff feel slighted or wrong
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 third-party apps and services may present you with a privacy policy or require you to accept additional terms of use before you can install or use the third-party app or 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 legal provision and list the applicable contract clause categories. Provision: This Agreement and any certificate attached hereto or delivered in accordance with the terms hereof by or on behalf of OCLL in connection with the transactions contemplated by this Agreement, when taken together, do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained herein and/or therein not misleading.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as disclosed on Schedule 2.23 ,there are no loans, leases, royalty agreements, or other continuing transactions between Corporation and any Person owning five percent (5%) or more of any class of capital stock or other entity controlled by any such Person or a member of any such Person’s family.

assistant: Transactions With Affiliates
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 the alternative that even if the initial arrest of Richardson was not based upon sufficient probable ecause, Richardson's own conduct created separate probable cause to arrest him for forcibly resisting arrest and battery on a law enforcement officer. Specifically, the State maintains that the legality of the initial arrest was an issue that was rendered moot onee Richardson elected to fight and kick the officers while they tried to peacefully place him under arrest. At common law, a person was privileged to resist an unlawful arrest. See Gross v. State, 186 Ind. 581, 583, 117 N.E. 562, 564 (1917). Our courts, however, have uniformly accepted that this common law rule is outmoded in today's modern society. See Fields v. State, 178 Ind.App. 350, 355, 382 N.E.2d 972, 975 (1978) (<HOLDING>); accord Dora v. State, 783 N.E.2d 322, 327 Options: A. holding that a private citizen may not use foree or resist a peaceful arrest by one he knows or has good reason to believe is an authorized officer performing his duties regardless of whether the arrest is legal or illegal B. holding that a warrantless arrest does not violate the fourth amendment if at the time of the defendants arrest police had probable cause to believe that an offense has been is being or will be committed C. holding that the courts determination of whether an officer had probable cause for an arrest is an independent and objective determination and an officers own subjective reason for the arrest is irrelevant D. holding that once the defendant has submitted to the control of the officer and the process of taking him or her to the police station has commenced his or her arrest is complete and he or she is in custody for the purposes of the escape statute E. holding a warrantless arrest by a law officer is reasonable under the fourth amendment where there is probable cause to believe that a criminal offense has been or is being committed

assistant: The best answer is A. holding that a private citizen may not use foree or resist a peaceful arrest by one he knows or has good reason to believe is an authorized officer performing his duties regardless of whether the arrest is legal or illegal
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 this Agreement, unless the context clearly indicates otherwise: (i) words used in the singular include the plural and words used in the plural include the singular; (ii) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; (iii) the words “this Agreement,” “herein,” “hereunder,” “hereof,” “hereto” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Section or other provision of this Agreement; and (iv) reference to any applicable law refers to such law and all rules and regulations promulgated thereunder. This Agreement shall be deemed to express the mutual intent of the parties and no rule of strict construction shall be applied against either party hereto.

assistant: Construction
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: an action under the Miller Act against the contractor or the surety. Once the requisite ninety-day period has elapsed, the Miller Act permits a subcontractor to seek payment against the payment bond. We, therefore, reverse the district court’s judgment in favor of Reliance and its principal, Weststar, on Walton’s Miller Act claim and remand for further proceedings consistent with this opinion. Because we remand for further proceedings against both Defendants, we also vacate the district court’s award of attorney’s fees to Defendants as premature. AFFIRMED in part, REVERSED in part, VACATED in part, and REMANDED. 1 . We are not the only circuit to follow this approach in Miller Act cases. See, e.g., United States ex rel. T.M.S. Mech. Contractors, 942 F.2d 946, 953 (5th Cir.1991) (<HOLDING>); United States ex rel. Gibson v. Harman, 192 Options: A. holding that freight and transportalion charges are not recoverable under the terms of the miller act B. holding under the predecessor statute to the miller act that the cost of food clothing and lodging for laborers is recoverable under the terms of the miller act C. holding that lost profits are not recoverable under the terms of the miller act D. holding that the cost of capital equipment is not recoverable under the terms of the miller act E. holding that injuries suffered by laborers are not recoverable under the terms of the miller act

assistant: The best answer is C. holding that lost profits are not recoverable under the terms of the miller 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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: further , in the event that you have a dispute with one or more other users of the app , you release niantic , tpc , and tpci ( and our officers , directors , agents , subsidiaries , joint ventures , and employees ) from all claims , demands , and damages ( actual and consequential ) of every kind and nature , known and unknown , suspected and unsuspected , disclosed and undisclosed , arising out of or in any way connected with such disputes .

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: upon your acceptance of the terms and conditions of these terms , the app provider will have the right ( and will be deemed to have accepted the right ) to enforce these terms as related to your license of the applications against you as a third-party beneficiary thereof ; and

assistant: None