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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in any number of counterparts, and with respect to any Subscriber, by execution of an Omnibus Signature Page to this Agreement and the Subscription Agreement, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument. In the event that any signature is delivered by facsimile transmission or by an e- mail, which contains a portable document format (.pdf) file of an executed signature page, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile signature page were an original thereof.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: L.Ed.2d 398 (2009) (per curiam) (finding ineffective assistance of counsel at the penalty phase where the lawyer had never represented a defendant in a penalty-phase proceeding before). Here, by contrast, at the time of Petitioner’s trial, defense counsel had served as a public defender for more than ten years, had tried a capital case in the past, and had earned a Level IV ranking in the public defender’s office, meaning that defense counsel was the top trial lawyer in that office. Moreover, the main defense lawyer brought in an assistant to help in both the guilt and penalty phases of the trial. • There, the defense “investigation consisted of at most five interviews,” which took place shortly before jury selection began. Hamilton, 583 F.3d at 1114; see also Porter, 130 S.Ct. at 453 (<HOLDING>). Here, by contrast, counsel began the Options: A. holding that hiring of only two mental health experts was not deficient B. recognizing a constitutional right of privacy in mental health records C. holding that counsel was deficient for failing to obtain any school medical or military records to interview any family members or otherwise to investigate the defendants mental health and background D. holding that trial counsel did not act unreasonably in failing to raise the issue of the defendants mental health at trial E. holding that counsels performance was deficient for failing to investigate readily available evidence of mental impairment

assistant: The best answer is C. holding that counsel was deficient for failing to obtain any school medical or military records to interview any family members or otherwise to investigate the defendants mental health and background
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: A. THIS AGREEMENT WAS NEGOTIATED IN THE STATE OF NEW YORK, AND MADE BY INDEMNITOR AND ACCEPTED BY INDEMNITEE IN THE STATE OF NEW YORK, AND THE PROCEEDS OF THE NOTE SECURED HEREBY WERE DISBURSED FROM THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE OF THIS AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICT LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA , EXCEPT THAT AT ALL TIMES THE PROVISIONS FOR THE CREATION, PERFECTION, AND ENFORCEMENT OF THE LIENS AND SECURITY INTERESTS CREATED PURSUANT HERETO AND PURSUANT TO THE OTHER LOAN DOCUMENTS WITH RESPECT TO THE PROPERTY SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAW OF THE STATE IN WHICH THE PROPERTY IS LOCATED, IT BEING UNDERSTOOD THAT, TO THE FULLEST EXTENT PERMITTED BY THE LAW OF SUCH STATE, THE LAW OF THE STATE OF NEW YORK SHALL GOVERN THE CONSTRUCTION, VALIDITY AND ENFORCEABILITY OF ALL LOAN DOCUMENTS AND ALL OF THE OBLIGATIONS ARISING HEREUNDER OR THEREUNDER. TO THE FULLEST EXTENT PERMITTED BY LAW, INDEMNITOR HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT AND THE NOTE, AND THIS AGREEMENT AND THE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO TITLE 14, SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: for clarity , the foregoing license grant to vivino does not affect your other ownership or license rights in your user submission ( s ) , including the right to grant additional licenses to the material in your user submission ( s ) , unless otherwise agreed in writing with vivino .

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: seats to as many patrons as would normally request such seats on an ordinary occasion. Bellezzo, 851 P.2d at 852; Rudnick, 202 Cal.Rptr. at 901; Akins, 441 N.Y.S.2d at 646, 424 N.E.2d at 533. The Lawsons have failed to demonstrate any breach of this duty. In fact, they do not address this issue. They did not request screened seating when they purchased their tickets, nor did they request to change seats after arriving in the unscreened grandstand area. Rather, the Lawsons chose to sit in an area that would accommodate their group. Because the Lawsons do not raise an issue of material fact concerning defendants’ duty to provide a reasonable number of screened seats, the trial court correctly granted summary judgment. See Massey v. Utah Power & Light, 609 P.2d 937, 938 (Utah 1980) (<HOLDING>); see also Clapman, 479 N.Y.S.2d at 516, 468 Options: A. holding that district court should not have granted summary judgment solely on basis that a motion for summary judgment was not opposed B. holding that an affidavit denying what is established by ones own evidence does not preclude summary judgment C. holding that unsupported allegations or denials are insufficient to create a genuine issue of material fact for purposes of summary judgment D. holding a single conversation to be sufficient evidence of dissolution to preclude summary judgment E. holding that unsupported contentions do not preclude summary judgment

assistant: The best answer is E. holding that unsupported contentions do not preclude 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: favor. Macharia v. United States, 334 F.3d 61, 64, 67 (D.C.Cir.2003); Holy Land Found, for Relief & Dev. v. Ashcroft, 333 F.3d 156, 165 (D.C.Cir.2003); Browning, 292 F.3d at 242. While many well-pleaded complaints are conclusory, the court need not accept as true inferences unsupported by facts set out in the complaint or legal conclusions cast as factual allegations. Warren v. District of Columbia, 353 F.3d 36, 40 (D.C.Cir.2004); Browning, 292 F.3d at 242. “Threadbare recitals of the elements of a cause of action, supported by mere conclusory statements, do not suffice.” Iqbal, 129 S.Ct. at 1949. b. The Plaintiffs Have Failed to State a Claim Against De 97 n. 11 (4th Cir.1990) (same); see also Meyers v. Contra Costa County Dep’t of Soc. Servs., 812 F.2d 1154, 1157 (9th Cir.1987) (<HOLDING>). This Circuit’s decision in Gray arose out of Options: A. holding that social workers are entitled to absolute immunity when prosecuting child delinquency petitions B. holding that social services attorneys were entitled to absolute immunity for actions related to the prosecution of child neglect and delinquency proceedings C. holding that child social workers are entitled to absolute immunity for their actions on behalf of the state in preparing for initiating and prosecuting dependency hearings as well as the formulation and presentation of recommendations to the court in the course of such proceedings D. holding that state prosecutors enjoy absolute immunity for the initiation and pursuit of a criminal prosecution E. holding that social workers are entitled to absolute immunity in performing quasiprosecutorial functions connected with the initiation and pursuit of child dependency proceedings

assistant: The best answer is E. holding that social workers are entitled to absolute immunity in performing quasiprosecutorial functions connected with the initiation and pursuit of child dependency proceedings
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 would not reasonably be expected to have a Material Adverse Effect and as set forth in Schedule 3.23 , (a) the Borrowers and each of their Subsidiaries own, or possess the right to use, all of the patents, patent rights, industrial designs, trademarks, service marks, trade names, copyrights and other Proprietary Rights and any and all applications or registrations for any of the foregoing (collectively, “ Intellectual Property Rights ”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other person, (b) to the best knowledge of the Borrowers, no intellectual property right, proprietary right, product, process, method, substance, part, or other material now employed, sold or offered by or contemplated to be employed, sold or offered by the Borrowers or their Subsidiaries infringes or violates upon any rights held by any other person, and (c) no claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Borrowers, threatened.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: subsequent changes in the zoning laws “prohibiting or limiting [a particular] use, the owner must (1) obtain a permit or occupancy certificate where required by applicable ordinance and (2) must proceed under that permit or certificate to exercise it on the land involved so that the neighborhood may be advised that the land is being devoted to that use”) (quoting Richmond Corp. v. Bd. of County Commr’s, 254 Md. 244, 255-56, 255 A.2d 398, 404 (1969)). Although we have not adopted previously the doctrine of zoning estoppel, the principles of equitable estoppel have been considered and applied by both Maryland appellate courts in claims brought against local governments in land use contexts. See Permanent Fin. Corp. v. Montgomery County, 308 Md. 239, 251-53, 518 A.2d 123, 129-130 (1986) (<HOLDING>); Bd. of County Comm’rs v. East Prince Options: A. holding that an intervening change in statutory interpretation did not amount to a change in controlling law under the mandate rule where plaintiffs attempted on remand to rely on a different but related statute which could have been but was not previously raised and the interpretation of which had not changed B. holding that stare decisis required the court to adhere to a prior statutory interpretation despite the agencys subsequent interpretation of the statute contrary to the settled law C. holding erisa plan interpretation is simply one of contract interpretation D. holding an administrative interpretation cannot change the meaning of a statute or control the courts interpretation of it E. holding that where a contractor relied on montgomery countys prior reasonable and debatable interpretation of the statutory phrase nonhabitable structures and constructed its building based on that interpretation and with a valid permit it would be inequitable for the county board of appeals to apply a changed interpretation to require removal of the buildings fourth floor

assistant: The best answer is E. holding that where a contractor relied on montgomery countys prior reasonable and debatable interpretation of the statutory phrase nonhabitable structures and constructed its building based on that interpretation and with a valid permit it would be inequitable for the county board of appeals to apply a changed interpretation to require removal of the buildings fourth floor
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 8.13 to the Disclosure Letter lists each Subsidiary of Holdings, the Company and the Borrower (and the direct and indirect ownership interest of Holdings, the Company and the Borrower therein), in each case existing on the Closing Date after giving effect to the Transactions.

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 legal provision and list the applicable contract clause categories. Provision: This Agreement will be effective as of the Effective Date and, unless terminated earlier, this Agreement will continue on a Licensed Product-by-Licensed Product basis until the date on which the Royalty Term has expired in the Licensee Territory for such Licensed Product and will finally expire upon the expiration of the Royalty Term for the final Licensed Product (the “ Term ”). Upon expiration of the Royalty Term for a Licensed Product in the Licensee Territory or upon expiration of this Agreement, all licenses granted from one Party to the other Party in Section 7 with respect to such Licensed Product will become fully-paid, irrevocable and perpetual.

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 legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may be by actual or facsimile signature, or in electronic (i.e., “pdf” or "tif") format.

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: Except as otherwise provided in the Note or this Agreement, interest (" Basic Interest ") shall accrue on the unpaid principal balance of the Loan from time to time outstanding at the Basic Interest Rate. Basic Interest is computed on a 365/360 basis; that is, by applying the ratio of the annual interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days during the calendar month that the principal balance is outstanding. Interest shall accrue on funds as of the date Lender wires such funds to Borrower or to any escrow agent handling disbursement of the Advance. Payments of principal and any other amounts due and payable under the Loan Documents (other than Basic Interest) shall accrue interest at the Default Rate after the occurrence and continuation of an Event of Default. Borrower acknowledges and agrees that the Default Rate is reasonable in light of the increased risk of collection after the occurrence and continuation of an Event of Default.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: all other trademarks , service marks , logos , trade names and any other proprietary designations are the trademarks or registered trademarks of their respective owners and may not be used without permission of the applicable trademark holder .

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: No modification or amendment of this Agreement shall be effective unless in writing and duly executed by all the parties hereto, except that the Company may unilaterally amend this Agreement to the extent necessary to avoid any adverse tax or accounting consequences.

assistant: Modifications
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 April 24, 2008, in violation of 21 U.S.C. § 841(a)(1) and (b)(1)(C) ("Count 7”). 2 . Chisolm submits that Bolware’s testimony was incredible as matter of law because Bol-ware testified that he and Chisolm on occasion would drive to Dothan, which was approximately 100 miles away, once or twice a day and yet would still have time to sell drugs. However, Bolware testified that he rarely went to Dothan twice in one day and that he sometimes would have a buyer lined up to give drugs to immediately upon his return. This testimony is not incredible as matter of law because driving 400 miles in a day and dropping something off to someone who was waiting for it is not an impossible event. See United States v. Thompson, 422 F.3d 1285, 1291-92 (11th Cir.2005) (citation and alteration omitted) (<HOLDING>). 3 . As discussed previously, sufficient Options: A. holding that testi mony is incredible as a matter of law when it is unbelievable on its face and relates to facts that the witness physically could not have possibly observed or events that could not have occurred under the laws of nature internal quotations and brackets omitted B. holding that a witnesss testimony is incredible as a matter of law if the witness testifies as to facts that the witness could not have possibly observed or events that could not have occurred under the laws of nature C. holding that testimony is incredible as a matter of law when it is unbelievable on its face and relates to facts that the witness physically could not have possibly observed or events that could not have occurred under the laws of nature D. holding that a trial witnesss testimony as to the credibility of another witness was prejudicial error E. holding that lay testimony is competent if it is limited to matters that the witness has actually observed and is within the realm of the witnesss personal knowledge

assistant: The best answer is B. holding that a witnesss testimony is incredible as a matter of law if the witness testifies as to facts that the witness could not have possibly observed or events that could not have occurred under the laws of nature
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 2.14 of the Disclosure Schedule lists each insurance policy (including fire, theft, casualty, general liability, workers compensation, business interruption, environmental, product liability and automobile insurance policies and bond and surety arrangements) to which Acquiree or any Acquiree Subsidiary is a party. Such insurance policies are of the type and in amounts customarily carried by organizations conducting businesses or owning assets similar to those of Acquiree or any Acquiree Subsidiary. There is no material claim pending under any such policy as to which coverage has been questioned, denied or disputed by the underwriter of such policy. All premiums due and payable under all such policies have been paid, Purchaser shall not be liable for retroactive premiums or similar payments, both Acquiree and any Acquiree Subsidiary is otherwise in compliance in all material respects with the terms of such policies. Acquiree has no knowledge of any threatened termination of, or material premium increase with respect to, any such policy. Each such policy will continue to be enforceable and in full force and effect immediately following the Effective Time in accordance with the terms thereof as in effect immediately prior to the Effective Time.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The headings contained in these Terms and Conditions are for reference purposes only and shall not affect in any way the meaning or interpretation of these Terms and Conditions. All references to sections in these Terms and Conditions shall be to sections of these Terms and Conditions unless otherwise expressly stated as part of such reference.

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: The Executive hereby represents and warrants to the Company that (a) the execution, delivery and performance of this Agreement by the Executive do not breach, violate or cause a default under any agreement, contract or instrument to which the Executive is a party or any judgment, order or decree to which the Executive is subject, and (b) the Executive is not a party to or bound by any employment agreement, consulting agreement, noncompetition agreement, nonsolicitation agreement, confidentiality agreement or similar agreement with any other Person.

assistant: Representations
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 Recipient is required to provide sufficient funds to pay all withholding taxes. Pursuant to the Plan, the Company shall have the right to require the Recipient to remit to the Company an amount sufficient to satisfy federal, state, local or other withholding tax requirements if, when, and to the extent required by law (whether so required to secure for the Company an otherwise available tax deduction or otherwise) attributable to the Award awarded under this Agreement, including without limitation, the award or lapsing of stock restrictions on the Award. The obligations of the Company under this Agreement shall be conditional on satisfaction of all such withholding obligations and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Recipient. However, in such cases Recipient may elect, subject to any reasonable administrative procedures for timely compliance established by the Committee, to satisfy an applicable withholding requirement, in whole or in part, by having the Company withhold a portion of the shares of Stock to be issued under the Award to satisfy the Recipient’s tax obligations. The Recipient may only elect to have shares of Stock withheld having a Market Value on the date the tax is to be determined equal to at least the minimum statutory total withholding taxes arising upon the vesting of the Award or such higher amount approved by the Committee. If the Recipient has not submitted an election on or before the thirtieth (30) day prior to a Vesting Date, Recipient shall be deemed to have elected to have shares withheld from the shares of Stock to be issued under the Award to satisfy the Recipient’s tax obligation in an amount equal to the minimum statutory total withholding taxes. All elections shall be irrevocable, made in writing, signed by the Recipient, and shall be subject to any restrictions or limitations that the Committee deems appropriate. In addition, if shares of Stock are withheld as provided above, in lieu of issuing a fractional share of Stock as a result of such withholding the Company will pay cash to the Recipient in an amount equal to the Market Value of such fractional share.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same agreement. Delivery of an executed signature page of this Agreement by facsimile or portable document format shall be effective as delivery of a manually executed signature page of this Agreement.

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 and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein constitute the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings among the parties hereto with respect to the subject matter hereof, other than the Exchange Agreement and the Merger Agreement. No addition to or modification of any provision of this Agreement shall be binding upon either party hereto unless made in writing in accordance with Section 15 and signed by both parties.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Buyer and in the event of assignment by Buyer of its rights and obligations hereunder, each holder of Securities, shall have all rights and remedies set forth in the Transaction Documents and all rights and remedies which such holders have been granted at any time under any other agreement or contract and all of the rights which such holders have under any law. Any Person having any rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. Furthermore, the Company recognizes that in the event that it or any Subsidiary fails to perform, observe, or discharge any or all of its or such Subsidiary’s (as the case may be) obligations under the Transaction Documents, any remedy at law would inadequate relief to the Buyers. The Company therefore agrees that the Buyers shall be entitled to specific performance and/or temporary, preliminary and permanent injunctive or other equitable relief from any court of competent jurisdiction in any such case without the necessity of proving actual damages and without posting a bond or other security. The remedies provided in this Agreement and the other Transaction Documents shall be cumulative and in addition to all other remedies available under this Agreement and the other Transaction Documents, at law or in equity (including a decree of specific performance and/or other injunctive relief).

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 case excerpt and choose the best holding from the options. Case excerpt: have failed to make a showing of exceptional circumstances. Neither the parties nor the issues are identical or substantially similar. The Swiss action identifies Pablo as the lone Defendant; by contrast, Ms. Madanes names ten Defendants in this action. See id. In addition, this action concerns activity that is not part of the Swiss action. Consider, for instance, the allegations concerning $7.5 million worth of fraudulent transfers from the New York Account, which are not part of the Swiss complaint The mere fact that “a number of similar issues need to be resolved” in both actions does not mandate dismissal; indeed, this is so even where “the circumstances out of which the two actions arise are identical.” Eskofot A/S v. E.I. DuPont De Nemours & Co., 872 F.Supp. 81, 90 (S.D.N.Y.1995) (<HOLDING>). The Court further notes that any Options: A. holding that where the trial court has recently taken action mandamus relief was not warranted B. holding that cause of action for malpractice had accrued before underlying actions dismissal C. holding that the fcc was not given the power to decide antitrust issues and that its actions do not prevent enforcement of the antitrust laws in federal courts D. holding that although underlying circumstances of two actions were identical dismissal was not warranted where american company was not party to english action and plaintiff has stated claims relating to american antitrust law that would not be resolved in english action E. holding that the proper ground for dismissal of a 1983 action in which the plaintiff has failed to establish state action is lack of jurisdiction

assistant: The best answer is D. holding that although underlying circumstances of two actions were identical dismissal was not warranted where american company was not party to english action and plaintiff has stated claims relating to american antitrust law that would not be resolved in english action
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and the rights and obligations hereunder shall not be assignable or transferable by any party hereto (including by operation of Law in connection with a merger, consolidation or sale of all or substantially all of the assets of any party hereto) without the prior written consent of the other party hereto; provided , that, (i) if the Closing occurs, (A) Purchaser may, at its election, assign any or all of its rights, but not its obligations, hereunder to any lender to Purchaser or its Affiliates and (B) Purchaser may assign its rights under this Agreement in connection with any sale or transfer of equity securities of, or any merger, consolidation, change of control or other business combination involving, Purchaser or the Company, and (ii) Purchaser may, at its election, assign its rights under this Agreement to any direct or indirect Affiliate of Purchaser, but no such assignment of this Agreement pursuant to clause (i) or (ii) of this Section 11.01 shall relieve the assigning party of any of its obligations under this Agreement. Any attempted assignment in violation of this Section 11.01 shall be void.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except for increases in compensation made as provided in section 3(a), this Agreement shall not be amended, modified, supplemented or terminated except in writing signed by both parties. No action taken by the Company hereunder, including without limitation any waiver, consent or approval, shall be effective unless recommended by the CEO and approved by the Board.

assistant: Modifications
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: (table decision). Subsequently, Knight filed the present rule 3.800(a) motion in which he, for a third time, claimed the trial court illegally enhanced the degree of the offense based on his use of a firearm. Without a jury finding that the appellant used a firearm, the enhancement of the degree of the offense of second-degree murder from a second-degree felony to a first-degree felony was improper. See, e.g., State v. Tripp, 642 So.2d 728 (Fla.1994). However, even if the trial court erred when it enhanced Knight’s sentence, he is not entitled to relief because the error was harmless. No rational jury would have found that Knight did not use a firearm in his attempt to murder the victim. See Galindez v. State, 955 So.2d 517, 523-24 (Fla.2007). Accordingly, we find the error harmle 84) (<HOLDING>). 955 So.2d at 522-23 (emphasis added). Options: A. holding that the government was required to prove that the defendant lacked a license to possess a firearm but not that the defendant possessed the firearm for any duration of time B. holding that a defendant possessed a firearm in connection with a crime when the firearm was kept in a car across the street from where the defendant was selling drugs C. holding that an enhancement for an express threat of death may not be applied to the sentence for robbery when the threat is related to the use of the firearm and the defendant has a 924c sentence for the same firearm D. holding that to enhance a sentence because of the defendants use of a firearm the jury must find the defendant guilty of a crime involving a firearm or otherwise specifically find that a firearm was used E. holding that to apply the firearm enhancement the firearm need only reflect the context of the defendants possession and the defendants ability to use the firearm to promote the controlled substance offense

assistant: The best answer is D. holding that to enhance a sentence because of the defendants use of a firearm the jury must find the defendant guilty of a crime involving a firearm or otherwise specifically find that a firearm was used
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: were matters for the Legislature, and if it declared any rate which was within the range fixed as compensation for the use of money by private agreement and denominated it as “intere -146, the statute’s legislative history, and the fact that the General Assembly explicitly imposed penalties where it saw fit within the General Statutes, the court concludes that the interest imposed on delinquent taxes is compensatory, and not punitive in nature. The 18 percent interest per annum was imposed primarily to ensure that municipalities receive fair compensation for delayed payment of taxes in light of fluctuating market rates, inflation, and collection costs. Accord Orange v. Liner, Superior Court, judicial district of Ansonia-Milford, Docket No. CV92041692 (January 21, 1994) (Curran, J.) (<HOLDING>). For all the foregoing reasons, therefore, the Options: A. holding that 18 percent interest on delinquent real property taxes under florida law is not in nature of penalty B. holding a bankruptcy court is empowered to reopen a bankruptcy case on its own motion under 11 usc 105a C. holding that permit fees imposed by statute were not taxes D. holding that for purposes of former bankruptcy statute 11 usc 57j charge imposed on delinquent taxes is for interest and not penalty E. holding petitioner could not deduct real estate taxes imposed on property he did not own because these taxes were not imposed on him

assistant: The best answer is D. holding that for purposes of former bankruptcy statute 11 usc 57j charge imposed on delinquent taxes is for interest and not penalty
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: — does not support an inference that any specific one of the possible facts is itself probable. Probable cause is necessary to support a warrant, not merely one possibility, among many[.]” Defendant argues that that principle is controlling here. He reasons that equally available inferences include that the pornography that he ordered depicted only adults or, because the term “pornography” is itself vague, that the people involved could have been “partially unclothed.” If the affidavit contained nothing else, defendant’s point might be more persuasive. However, there was more. First, defendant was a registered sex offender, having previously been convicted of possession of child pornography. See State v. Westfall, 178 Or App 343, 350-51, 37 P3d 1030, rev den, 333 Or 595 (2001) (<HOLDING>). Second, the fact that, among all the places Options: A. holding that the defendants prior drug conviction for simple possession did not constitute a controlled substance offense because the plain language of 4b12b requires that the prior conviction involve possession with intent to distribute B. holding that a defendants prior conviction for possession of a controlled substance and felon in possession of a firearm helped support probable cause to search his motel room for evidence of burglary C. holding that employees conviction for possession of a controlled substance constituted gross misconduct D. holding that executing officers reasonably relied on judges determination that there was probable cause to search motel room for evidence of drug activity even though search warrant affidavit failed to mention a connection between motel room and criminal activity E. holding district court lacked discretion to permit defendant to stipulate to prior conviction in prosecution for being a felon in possession of a firearm

assistant: The best answer is B. holding that a defendants prior conviction for possession of a controlled substance and felon in possession of a firearm helped support probable cause to search his motel room for evidence of burglary
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 the accused’s copy of the addendum upon counsel for the accused is permitted in accordance with the procedures outlined in subparagraph (f)(1) of this rule. Discussion “New matter” includes discussion of the effect of new decisions on issues in the case, matter from outside the record of trial, and issues not previously discussed. “New matter” does not ordinarily include any discussion by the staff judge advocate or legal officer of the correctness of the initial defense comments on the recommendation. The method of service and the form of the proof of service are not prescribed and may be by any appropriate means. See RCM 1103(b)(3)(G). For example, a certificate of service, attached to the record of trial, would be appropriate when the accused is served personally. (Emphasis 99) (<HOLDING>). Assuming no error as noted above, this Court Options: A. holding that the court will review the report and recommendation for clear error B. holding that a district courts recommendation that the bop not credit the defendant for his time in state custody was not appealable because the district courts recommendation was not binding on the bop C. holding that failure to object to magistrate judges recommendation waived issue on appeal D. holding that erroneous use of statutorily unqualified person to prepare posttrial recommendation requires new recommendation and action E. holding that district courts adoption of the magistrate judges report and recommendation one day after issuance did not constitute reversible error where district court conducted a meaningful review of the report and recommendation

assistant: The best answer is D. holding that erroneous use of statutorily unqualified person to prepare posttrial recommendation requires new recommendation and action
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: under the Jencks Act for a copy of the FBI 302 Report. The government refused on the ground that the report was not a “statement” within the meaning of the Act. Without conducting an in camera review of the document, the district court declined to require its production, finding, “[A]ll I can do is go by the law, and I just don’t think this is a Jencks Act statement.” We review the district court’s finding for clear error. See United States v. Boyd, 53 F.3d 631, 634 (4th Cir.), cert. denied, - U.S. -, 116 S.Ct. 322, 133 L.Ed.2d 223 (1995); United States v. Smith, 31 F.3d 1294, 1301 (4th Cir.1994), cert. denied, - U.S. -, 115 S.Ct. 1170, 130 L.Ed.2d 1124 (1995). In response to the Supreme Court’s decision in Jencks v. United States, 353 U.S. 657, 77 S.Ct. 1007, 1 L.Ed.2d 1103 (1957) (<HOLDING>), Congress enacted the Jencks Act, which Options: A. holding a failure to object to a witnesses testimony while the witness was on the stand justified overruling a motion for a mistrial made several witnesses later B. holding that whether error in failing to ask a question about bias in favor of law enforcement testimony requires reversal hinges on such factors as the importance of the government agents testimony to the case as a whole the extent to which the question concerning the venire persons attitude toward government agents is covered in other questions the extent to which the credibility of the government agentwitness is put into issue and the extent to which the testimony of the government agent is corroborated by nonagent witnesses internal quotation marks and citation omitted C. holding that material for witnesses need not be produced to defendant where the witnesses were not called as government witnesses at trial D. holding that despite district courts restriction on crossexamination of government witness concerning the sentencing benefits he would earn through testifying for the government it did not violate defendants confrontation rights because of defense counsels effective impeachment of the government witnesses credibility and sentence reduction E. holding that criminal defendants are entitled to obtain for impeachment purposes statements made by government witnesses to government agents that relate to the subject matter of the witnesses direct testimony

assistant: The best answer is E. holding that criminal defendants are entitled to obtain for impeachment purposes statements made by government witnesses to government agents that relate to the subject matter of the witnesses direct testimony
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’s obligation to make any payment to the Executive as described in this Article 3 is contingent upon the Executive’s execution and non-revocation of a release within sixty (60) days following the Executive's Separation from Service, in form and substance reasonably satisfactory to the Company, that, in the opinion of the Company’s counsel, is effective to release the Company from all claims relating to the Executive’s employment or the termination thereof (other than under the terms of this Change of Control Agreement), and the Company will have no obligation to make any payment unless and until such a release has become effective.

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

user: Except (i) for such public disclosure as may be necessary, in the good faith judgment of the disclosing Party consistent with advice of counsel, for the disclosing Party not to be in violation of any applicable law, regulation or order, or (ii) with the prior written consent of the order Party, neither Part shall: (x) make any disclosure (and each Party shall direct its Representatives not to make any disclosure) to any person of (A) the fact that discussions, negotiations or investigations are taking or have taken place concerning a Transaction, (B) the existence or contents of this Agreement, or the fact that either Party has requested or received Evaluation Material from the other Party, or (C) any of the terms, conditions or other facts with respect to any proposed Transaction, including the status of the discussions or negotiations related thereto, or (y) make any public statement concerning a proposed Transaction.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: important state interests); see also 17A Moore’s Federal Practice § 122.05[2][d] (3d ed.2012) (describing the extension of Younger). We have come to view O’Shea as standing for the more general proposition that “[w]e should be very reluctant to grant relief that would entail heavy federal interference in such sensitive state activities as administration of the judicial system.” L.A. Cnty. Bar Ass’n v. Eu, 979 F.2d 697, 703 (9th Cir.1992). O’Shea compels abstention where the plaintiff seeks an “ongoing federal audit” of the state judiciary, whether in criminal proceedings or in other respects. E.T. v. Cantil-Sakauye, 682 F.3d 1121, 1124 (9th Cir.2011) (per curiam), cert. denied, — U.S. -, 133 S.Ct. 476, 184 L.Ed.2d 297 (2012); see also Kaufman v. Kaye, 466 F.3d 83, 86 (2d Cir.2006) (<HOLDING>). In Los Angeles County Bar Ass’n, the Options: A. holding jurisdiction over nonresident defendant existed where note was payable in new york contained new york choice of law clause and proceeds were used to finance new york limited partnership B. holding that abstention was required where the relief sought would be overly intrusive in the administration of the new york court system C. holding that neither the new york location of the terrorist attack giving rise to the policyholders claim nor the new yorkbased claims adjustor rendered new york the locus of operative facts because new york was not the site of the contracts execution D. holding that contract signed in new york by promisor from florida and partially performed in florida was governed by new york law because it was executed in new york E. holding that exhaustion is required even where the relief sought is not available in the administrative process

assistant: The best answer is B. holding that abstention was required where the relief sought would be overly intrusive in the administration of the new york court system