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: actual judicial and law-enforcement, state action nature. See generally Michael E. Tigar, Comment, Automatic Extinction of Cross-demands: Compensatio From Rome to California, 53 Calif.L.Rev. 224 (1965) (tracing the history of setoff to early Roman law) (hereinafter referenced as Tigar, Comment, Automatic Extinction). See also Bandy v. First State Bank, Overton, Texas, 835 S.W.2d 609, 618 (Tex.1992) (citing Tigar, Comment, Automatic Extinction, and specifically recognizing that the doctrine of setoff as known in this country is rooted in early bankruptcy law in England, as a matter of claims and counterclaims in lawsziits, and that the early law of setoff in this country faithfully traced this lawsuit lineage); Sullivan v. Merchants’ Nat’l Bank, 108 Conn. 497, 144 A. 34 (1928) (<HOLDING>). In performing the self-help, involuntary Options: A. recognizing that the purpose of the setoff doctrine is to prevent circuity of judicial actions B. recognizing doctrine C. recognizing that the alter ego doctrine is an equitable doctrine which should be used to prevent inequitable results D. recognizing that the doctrine of judicial estoppel is applied to the calculated assertion of divergent sworn positions the doctrine is designed to prevent parties from making a mockery of justice by inconsistent pleadings E. recognizing that the judicial rewriting of a statute would violate the separation of powers doctrine

assistant: The best answer is A. recognizing that the purpose of the setoff doctrine is to prevent circuity of judicial actions
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) While any portion of the Revolving Loans are unpaid, the Borrower shall immediately, upon receipt thereof, deposit all proceeds of the Collateral (including all payments received in connection with the Contracts) into a Payment Account, which Payment Account shall be subject to the terms of a Blocked Account Agreement, on terms acceptable to Agent, between the Borrower, the Agent and the applicable bank. From and after, the Amendment No. 5 Effective Date until otherwise agreed by the Agent (the “Initial Dominion Period”), the Borrower shall not (and shall have no right to) withdraw any funds from the Payment Account and only the Agent shall have a right to withdraw any funds from the Payment Account. All funds deposited into the Payment Account during the Initial Dominion Period shall be subject solely to the direction of the Agent and the Borrower authorizes the Agent to give any notice or direction to the bank at which the Payment Account is located to effectuate the forgoing. To the extent that proceeds of Collateral are permitted by Agent to be deposited in deposit accounts that are not subject to the terms of a Blocked Account Agreement, Borrower shall transfer all such deposited funds to the Payment Account at least weekly (or more frequently if requested by the Agent). In addition, Borrower shall take all steps necessary to direct and cause all All payments from credit card issuers and credit card payment processors to shall be made directly to the Payment Account commencing on or before January 31, 2017 .

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: Notwithstanding anything contained herein to the contrary, this Agreement may be amended and restated without the consent of any Lender (but with the consent of Borrowers (or Borrower Agent, acting on their behalf) and Administrative Agent) if, upon giving effect to such amendment and restatement, such Lender shall no longer be a party to this Agreement (as so amended and restated), the Commitments of such Lender shall have terminated (but such Lender shall be entitled to the benefit of Sections 15 , 16.3 , and 16.4 ), such Lender shall have no other Commitment or other obligation hereunder and shall have been paid in full all Obligations owing to it or accrued for its account under this Agreement. Any waiver or consent granted by Administrative Agent, LC Issuer or Lender shall not constitute a modification of this Agreement, except to the extent expressly provided in such waiver or consent, or constitute a course of dealing by such Persons at variance with the terms of the Agreement such as to require further notice by such Persons of such their intent to require strict adherence to the terms of the Agreement in the future. Administrative Agent, LC Issuer; and the Lenders expressly reserve the right to require strict compliance with the terms of this Agreement. No waiver or course of dealing shall be established by (i) the failure or delay of Administrative Agent, LC Issuer or any Lender to require strict performance of any Loan Party to this Agreement or any other Loan Document or to exercise any rights or remedies with respect to Collateral or otherwise; (ii) the making of any Loan or issuance of any Letter of Credit during a Default, Event of Default or other failure to satisfy any conditions precedent; or (iii) acceptance by Administrative Agent, LC Issuer or any Lender of performance by any Loan Party under this Agreement or any other Loan Document in a manner other than that specified herein or therein.

assistant: Amendments
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: environment was hostile as an objective matter. Stated differently, the court believes that no reasonable jury, viewing the totality of the circumstances, could conclude from the evidence adduced by the plaintiff that the alleged harassment she suffered was so severe or pervasive as to alter the conditions of her employment. She remained the highest earning MLO, even after the comments began and turned down a more lucrative job offer just a few months before she was terminated. The remarks complained of. were not so extreme as to constitute a change in the terms and conditions of the plaintiffs employment and did not otherwise interfere with her work. See Faragher, 524 U.S. at 788, 118 S.Ct. 2275; see also Clark v. United Parcel Serv., Inc., 400 F.3d 341, 344-45, 351-52 (6th Cir.2005) (<HOLDING>) Accordingly, summary judgment will be granted Options: A. holding that a plaintiffs psychological distress was not vicarious in a hostile work environment case where she experienced her workplace as hostile by reason of the alleged harassment of other women out of her presence B. holding that allegations that employees supervisors yelled at her told her she was a poor manager and gave her poor evaluations chastised her in front of customers and once required her to work with an injured back were insufficient to state title vii claim C. holding that conduct was not sufficiently severe or pervasive where a supervisor allegedly touched plaintiffs hand and thigh lifted her dress hem repeatedly asked her to lunch told her that she was beautiful stared at her and called her home on numerous occasions at night and asked about personal matters D. holding that the elevenyearold victims twentyonemonth delay in reporting her grandfathers inappropriate sexual conduct was adequately explained where the child testified that she did not tell anyone about the incident because her grandfather told her not to tell she did not think anybody was going to believe her and she felt scared and threatened by the defendant E. holding that a plaintiff could not make out an aetionable hostile work environment claim where supervisor told vulgar jokes placed his vibrating pager against her upper thigh on two occasions as he walked by her in the hall and asked if it felt good and pulled at her overalls after she told him she was wearing a thong

assistant: The best answer is E. holding that a plaintiff could not make out an aetionable hostile work environment claim where supervisor told vulgar jokes placed his vibrating pager against her upper thigh on two occasions as he walked by her in the hall and asked if it felt good and pulled at her overalls after she told him she was wearing a thong
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: we do not represent or endorse the accuracy or reliability of any profile , advice , opinion , statement or other information displayed , uploaded or distributed through the service by betterpoints.uk , our partners or any user of the service or any other person or entity .

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: the outlook.com ( or @msn , @hotmail , or @live ) email address that you use to create your microsoft account will be unique to you for as long as your outlook.com inbox or microsoft account is still active .

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: Employee agrees to employment with the Company and to perform the Company Duties for a period of at least one (1) year from the Effective Date (“ Term ”). On the anniversary of the Effective Date, the parties may (but are not required to) renegotiate the terms of Employee’s employment with the Company. For the avoidance of doubt, following one (1) year from the Effective Date, Employee shall be terminable at will by the Company.

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: and sought to maintain its base in the country that was its single largest export market. The significance of the subsidiaries in Hattori’s “organizational life” was enormous because the export market accounted for 60% of Hattori’s production. The court explained: The subsidiaries do for the parent everything that the parent would have to do if it were here directly: if the New York subsidiaries did not advertise Hat-tori’s products ... Hattori would; if the New York subsidiaries did not provide service quality control centers, Hattori would, ... and if the subsidiaries did not develop the marketing techniques to penetrate and expand their share of the American market, Hattori would. Id. at 1344. See also Dorfman v. Marriott Int’l Hotels, Inc., 2002 WL 14363 (S.D.N.Y. Jan. 3, 2002) (<HOLDING>). Courts hold that the relationship between a Options: A. holding that under michigan law evidence of other products to which the plaintiff may have been exposed is relevant to rebut the plaintiffs claim B. holding that the shingles used to reroof an existing home were consumer products and noting that it appears that as to products which are becoming a part of realty the distinction drawn is whether the product is being added to an already existing structure or whether it is being utilized to create the structure C. holding a common question in a consumer class action brought under the gbl is whether a products manufacturer defrauded purchasers by making a specific claim on the products label D. holding that otis felvono which sold installed and maintained otis elevator products in hungary was an agent of otis elevator because otis felvono functioned as an integral part of a united endeavora worldwide business in manufacturing selling installing and servicing elevators and similar products E. holding sba is an integral part of federal government and is not a separate legal entity

assistant: The best answer is D. holding that otis felvono which sold installed and maintained otis elevator products in hungary was an agent of otis elevator because otis felvono functioned as an integral part of a united endeavora worldwide business in manufacturing selling installing and servicing elevators and similar products
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 supersedes any existing employment agreement and/or offer letter in its entirety. No other agreements, representations or understandings (whether oral or written and whether express or implied) which are not expressly set forth in this Agreement have been made or entered into by either party with respect to the subject matter hereof. This Agreement and the Confidentiality Agreement contain the entire understanding of the parties with respect to the subject matter hereof.

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: Upon a determination that the Executive is Disabled, the Company will pay to Executive a lump sum equal to 6 months of Executive’s then Base Salary, reduced by any disability insurance maintained by the Company to be received by Executive for 6 months following his termination of employment, payable within 30 days following the date of Executive’s termination of employment.

assistant: Benefits
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: Set forth on Schedule 2 is (i) the jurisdiction of organization and the form of organization of each Loan Party, (ii) the organizational identification number, if any, assigned by such jurisdiction, (iii) the address (including, the county) of the chief executive office of such Loan Party or the registered office of such Loan Party, if applicable, and (iv) the federal taxpayer identification number of each Loan Party.

assistant: Jurisdictions
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: risk of harm to the environment and then perform its studies.... This approach has the process exactly backwards.”). Monitoring may serve to confirm the appropriateness of a mitigation measure, but that does not make it an adequate mitigation measure in itself. See EPIC, 451 F.3d at 1015-16. After considering the gaps in the multi-sale EIS and the EA, we conclude that the agency failed to take a “hard look” under NEPA because it did not provide a well-reasoned analysis of site-specific impacts to the endangered bowhead whale population. The tiered OCSLA process allows general analysis at the lease-sale stage, but the agency must then consider site-specific impacts before approving an individual exploration plan. See Pit River Tribe v. U.S. Forest Serv., 469 F.3d 768, 784 (9th Cir.2006) (<HOLDING>); Vill. of False Pass v. Watt, 565 F.Supp. Options: A. holding that agency could not rely on vague prior programmatic statements but needed to consider sitespecific impacts when a critical decision has been made to act on a lease sale B. holding that statements made prior to signing of lease with integration clause were not actionable in fraudulent misrepresentation C. holding that because the court could not consider police reports it could not rely on an attorneys argument based on the police report as the basis for determining the statutory basis for a conviction D. holding an insurer has a right to rely on statements made in an insurance application E. holding if a party has access to information that would have led to the true facts that party has no right to rely on a prior false representation

assistant: The best answer is A. holding that agency could not rely on vague prior programmatic statements but needed to consider sitespecific impacts when a critical decision has been made to act on a lease 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: This Agreement sets forth the entire understanding and agreement of the Parties hereto, and shall supersede any other agreements and understandings (written or oral) between Owner and Manager on or prior to the date of this Agreement with respect to the transaction contemplated in this Agreement. No amendment or modification to any terms of this Agreement, waiver of any covenant, obligation, breach or default under this Agreement or termination of this Agreement (other than as expressly provided in this Agreement) shall be valid unless in writing and executed and delivered by each of the 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 case excerpt and choose the best holding from the options. Case excerpt: (except research) performed on humans in the United States through the Clinical Laboratory Improvement Amendments (CLIA), the objective of which is to ensure quality laboratory testing. See 42 U.S.C. § 263a, and its implementing regulations. All clinical laboratories must be certified to receive Medicare or Medicaid payments. Wade Pediatrics v. Dep’t of Health and Human Servs., 567 F.3d 1202, 1203 (10th Cir.2009). 6 . It is certainly arguable that plaintiffs have failed to state a claim for defamation for the reason that they have alleged only that “false statements” were made by UMMC employees during a two-day hearing but do not identify which employees made the allegedly defamatory statements or what those statements were. See Chalk v. Bertholf, 980 So.2d 290, 299 (Miss.Ct.App.2007) (<HOLDING>). The court need not dwell on that possibility, Options: A. holding that buckinghams failure to raise any factual disputes regarding the substance of the unrecorded statement at the omnibus hearing is fatal to his claimed scales violation and no improper contact occurred between the police and buckingham B. holding the failure of defendants to claim any disruption in workplace resulting from speech is fatal to his claim of qualified immunity C. recognizing that evidence regarding the high price the defendant had paid for the substance in question was relevant to show the substance was cocaine D. holding that a plaintiffs failure to invoke 1983 is fatal to the claim because the constitutional provision that was allegedly violated does not itself create a means for recovery for a violation of that provision E. holding that failure to provide any substance regarding the allegedly slanderous words in the complaint against the appellees was fatal to the appellants claim

assistant: The best answer is E. holding that failure to provide any substance regarding the allegedly slanderous words in the complaint against the appellees was fatal to the appellants claim
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: AFL-CIO v. University of Alabama, supra. Ordinarily, this court would want to hear more of the matter. However, since this court has held that this case must be dismissed for plaintiffs failure to file this action within the requisite time period, the court need not reach this issue. Finally, this court also dismisses plaintiffs state law claim of misrepresentation. Having dismissed all of plaintiffs federal law claims, this court opts not to retain jurisdiction over plaintiffs state law claim. See Noble v. White, 996 F.2d 797, 799 (5th Cir.1993) (stating that “[district courts enjoy wide discretion in determining whether to retain supplemental jurisdiction over a state law claim once all federal claims are dismissed.”); Rhyne v. Henderson County, 973 F.2d 386, 395 (5th Cir.1992) (<HOLDING>). So, for the reasons set forth above, this Options: A. holding that the federal district courts dismissal of the plaintiffs federal claims deprived the court of its jurisdiction over the remaining state law claims arising from the same incident B. holding that the district court was not divested of subject matter jurisdiction upon the dismissal of the plaintiffs federal claims C. holding that after all federal claims had been dismissed if the district court does decline to exercise supplemental jurisdiction these state claims shall be remanded to state court rather than dismissed because this case was originally filed in state court and removed to federal court D. holding that district courts dismissal of state law claims was proper where the district court had properly dismissed all of the federal questions that gave it original jurisdiction E. holding that the district court may decline to exercise supplemental jurisdiction over related statelaw claims once it has dismissed all claims over which it had original jurisdiction

assistant: The best answer is D. holding that district courts dismissal of state law claims was proper where the district court had properly dismissed all of the federal questions that gave it original jurisdiction
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The failure or delay of Agent or any Lender to require strict performance by Borrower or any Borrowing Base Guarantor with any terms of the Loan Documents, or to exercise any rights or remedies with respect to Collateral or otherwise, shall not operate as a waiver thereof nor as establishment of a course of dealing. All rights and remedies shall continue in full force and effect until Full Payment of all Obligations. No modification of any terms of any Loan Documents (including any waiver thereof) shall be effective, unless such modification is specifically provided in a writing directed to Borrower and executed by Agent or the requisite Lenders, and such modification shall be applicable only to the matter specified. No waiver of any Default or Event of Default shall constitute a waiver of any other Default or Event of Default that may exist at such time, unless expressly stated. If Agent or any Lender accepts performance by any Obligor under any Loan Documents in a manner other than that specified therein, or during any Default or Event of Default, or if Agent or any Lender shall delay or exercise any right or remedy under any Loan Documents, such acceptance, delay or exercise shall not operate to waive any Default or Event of Default nor to preclude exercise of any other right or remedy. It is expressly acknowledged by Borrower that any failure to satisfy a financial covenant on a measurement date shall not be cured or remedied by satisfaction of such covenant on a subsequent date.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and may be amended only by a writing executed by both parties hereto. Neither the Company nor Holder has relied on any representations not contained or referred to in this Agreement and the Offering Summary delivered herewith.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: dismissal when “it plainly appears from the face of the motion, any annexed exhibits and the prior proceedings in the case that the movant is not entitled to any relief’). Conwill timely appealed the judgment dismissing his PCR motion. Discussion ¶ 14. The involved background facts and procedural history, once sorted, lead to a straightforward conclusion: Conwill is not entitled to an out-of-time appeal. I. Time Allowed for Giving a Notice of Appeal ¶ 15. To prove the right to an out-of-time appeal, Conwil e of appeal was filed within the thirty days following the sentencing order. ¶ 16. In his PCR motion, Conwill does not challenge the waiver he pronounced to the court in May 2008, at his burglary sentencing hearing. See Davis v. State, 36 So.3d 456, 460 (¶ 13) (Miss.Ct.App.2010) (<HOLDING>). Instead, he asserts that, because he later Options: A. holding that one must voluntarily and intelligently waive the right to counsel B. holding that an accused may voluntarily waive his or her right of appeal so long as the waiver is informed and voluntary quoting 24 cjs criminal law 2349 2006 C. holding that under the sixth amendment a criminal defendant may waive his right to counsel if that waiver is knowing intelligent and voluntary D. recognizing that courts will enforce waiver of appeal rights when waiver is knowing and voluntary E. holding that an appeal waiver is valid when it is entered into knowingly and voluntarily

assistant: The best answer is B. holding that an accused may voluntarily waive his or her right of appeal so long as the waiver is informed and voluntary quoting 24 cjs criminal law 2349 2006
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: Without the prior written consent of the Company, except to the extent required by an order of a court or tribunal having competent jurisdiction or under subpoena from an appropriate regulatory authority, Executive shall not disclose and shall use his best endeavours to prevent the disclosure of any trade secrets, customer lists, market data, marketing plans, sales plans, management organization information (including data and other information relating to members of the Board and management), operating policies or manuals, business plans or financial records, or other financial, commercial, business or technical information relating to the Company or any of its subsidiaries or affiliates or information designated as confidential or proprietary that the Company or any of its subsidiaries or affiliates may receive belonging to clients or others who do business with the Company or any of its subsidiaries or affiliates (collectively, “ Confidential Information ”) to any third person unless such Confidential Information has been previously disclosed to the public by the Company or any of its subsidiaries or affiliates or is in the public domain (other than by reason of Executive’s breach of this Paragraph B). In the event that Executive is required to disclose Confidential Information in a legal proceeding, Executive shall provide the Company with notice of such request as soon as reasonably practicable, so that the Company may timely seek an appropriate protective order or waive compliance with this Paragraph B, except if such notice would be unlawful or would place Executive in breach of an order of a court or tribunal having competent jurisdiction or of any applicable regulatory rules or codes of practice or of an undertaking he is required to give by law or regulation. Nothing in this Agreement prohibits or restricts Executive (or Executive’s attorney) from initiating communications directly with, responding to an inquiry from, or providing testimony before the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), any other self-regulatory organization or any other regulatory authority regarding possible violations of applicable law or making other disclosures that are protected under the whistleblower provisions of any applicable law.

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: Subject to the satisfaction of the conditions set forth in Section 4 and pursuant to Section 12.02 of the Financing Agreement, the Agents and the Lenders hereby waive any Default or Event of Default arising from the Loan Parties failure to comply with the covenants set forth in Section 7.03(a) and 7.03(b) of the Financing Agreement (prior to giving effect to this Amendment) for the periods ended on or prior to July 29, 2017.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: allegation that “Defendants Vaters and McCollum instituted a culture of revenue-at-all costs, and, along with Milizzano [sic], promoted a variety of other improper revenue recognition practices.” SAC ¶ 152. The plaintiff cannot raise an inference of fraudulent intent based on the signing of a certification without alleging any facts to show a concomitant awareness of or recklessness to the materially misleading nature of the statements. See Glazer Capital Mgmt. v. Magistri, 549 F.3d 736, 747 (9th Cir.2008) (concluding that absent a showing of recklessness, the fact of an officer’s SOX certification is “not sufficient, without more, to raise a strong inference of scienter on the part of [the certifying officer]”); Garfield v. NDC Health Corp., 466 F.3d 1255, 1266 (11th Cir.2006) (<HOLDING>). Accordingly, defendant Milinazzo’s motion to Options: A. holding that facts showing scienter are among those that constitute the violation and must be discovered for a claim to accrue B. holding certification need not allege specific evidentiary facts which constitute substantial proof of the charge alleged against defendant C. holding that the burden is on the plaintiff to allege facts sufficient to establish jurisdiction D. holding that plaintiffs adequately pleaded scienter because the allegations supported the inference that the company and the officers were at least reckless in not knowing that the financial statements were false and in failing to disclose internal control weaknesses E. holding that an officers sox certification alone is not probative of scienter rather the plaintiff must allege facts showing the officer was severely reckless in certifying the accuracy of the financial statements

assistant: The best answer is E. holding that an officers sox certification alone is not probative of scienter rather the plaintiff must allege facts showing the officer was severely reckless in certifying the accuracy of the financial statements
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: individually, to her late husband’s claims; she cannot be an heir to her own claims”). There is no provision in the agreement stating that Garcia, on behalf of her children, was agreeing to submit the children’s claims to arbitration. Garcia did not sign the agreement on behalf of the children or as representative of the children. Accordingly, the children are not bound by the express terms of the agreement. See Fleetwood Enter., Inc., 280 F.3d at 1074; see also Fortune v. Killebrew, 86 Tex. 172, 175, 23 S.W. 976, 977 (1893) (“But [the children] did not sign; and, as we have seen, their father having an adverse interest, had no authority to sign [the arbitration agreement] for them as their guardian.”); Snow v. Walker, 42 Tex. 154, 156, 1875 WL 7396, 1874 Tex. LEXIS 288, *4-*5 (1874) (<HOLDING>). Relators argue that Garcia exercised her Options: A. holding that mothers agreement to arbitrate matters concerning an estate in which the mother and her minor children had a common interest did not estop the minors from asserting claim to the estate B. holding that an agreement between a mother and father to waive payment of child support and arrearages in exchange for fathers consent to the adoption of the minor children by the mothers husband was invalid because it violated public policy C. holding birth mothers samesex partner was a presumed mother because she received the children into her home and openly held them out as her natural children D. holding that for estate tax purposes property is to be valued as it exists in the hands of the estate E. holding that a legal malpractice claim arising from errors by an attorney in rendering estateplanning services is properly brought by the personal representative of the estate when excess estate taxes are paid by the estate in contravention of the decedents intended estate plan

assistant: The best answer is A. holding that mothers agreement to arbitrate matters concerning an estate in which the mother and her minor children had a common interest did not estop the minors from asserting claim to the estate
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: NuLeaf Cultivation shall obtain and maintain permanent All Peril insurance coverage as appropriate, satisfactory to Lender, on the real estate and personal property. The limits, coverage, forms, inception and expiration dates and cancellation provisions of all such policies shall reasonable and customary for the industry.

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: This Agreement may be executed in one or more counterparts, including electronic, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “ .pdf ” format data file, 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 or “ .pdf ” 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: third person through whom the chattel is supplied all the information necessary to its safe use” is not always sufficient to relieve the supplier from liability; the issue is whether this method “gives a reasonable assurance that the information will reach those whose safety depends on their having it.” Restatement (Second) of Torts § 388, comment n; Adams v. Union Carbide Corp., 737 F.2d 1453, 1465 (6th Cir.1984) (“[T]he [supplier’s] duty to warn may be discharged by providing information of the dangerous propensities of the product to a third person ... upon whom it can reasonably rely to communicate the information to the ultimate users of the product”); Weekes v. Michigan Chrome & Chemical Co., 352 F.2d 603, 607 (6th Cir.1965) (“[Defendant was required to exercise reasonab r.1994) (<HOLDING>). The finder of fact must consider a variety of Options: A. holding that a cause of action on the theory of strict liability may be properly pled by alleging 1 the manufacturers relationship to the product in question 2 the unreasonably dangerous condition of the product and 3 the existence of a proximate causal connection between the condition of the product and the plaintiffs injury B. holding that manufacturers of inherently dangerous products do not enjoy blanket protection from liability because others in chain of distribution reformulate or repackage it and stating that if a manufacturer knows or should know that downstream distributors are not giving adequate warnings to the end user of a product then the bulk manufacturer may be held liable for failing to take appropriate action C. holding that where the adequacy of warnings associated with prescription drugs is at issue the failure of the manufacturer to exercise reasonable care to warn of dangers ie the manufacturers negligence is the only recognized basis of liability D. recognizing that a manufacturer may be held strictly liable for subsequent changes to an otherwise safe product where such alterations are reasonably foreseeable E. holding that manufacturer is not liable for injuries to employee by product manufactured to employers plans and specifications provided the defect is not so obviously patently or glaringly dangerous that a manufacturer exercising ordinary care under the circumstances then existing would not follow them

assistant: The best answer is B. holding that manufacturers of inherently dangerous products do not enjoy blanket protection from liability because others in chain of distribution reformulate or repackage it and stating that if a manufacturer knows or should know that downstream distributors are not giving adequate warnings to the end user of a product then the bulk manufacturer may be held liable for failing to take appropriate 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: v.] Willis, 967 F.2d [1220], 1224 [ (8th Cir.1992) ]. [United States v. Bloomfield, 40 F.3d 910, 917 (8th Cir.1994), cert. denied, 514 U.S. 1113, 115 S.Ct. 1970, 131 L.Ed.2d 859 (1995).] Ill Applying these principles to the circumstances of this case leads us to conclude that the combination of the duration of the detention and the degree of intrusion upon the liberty of the motorists exceeded that measure authorized by Terry and its progeny. A. Was the “detention too long in duration”? Sharpe, supra, 470 U.S. at 686, 105 S.Ct. at 1575, 84 L.Ed.2d at 615. Defendant does not dispute that the initial traffic stop was valid. Whren, supra, expressly authorizes a traffic stop based on probable cause to believe that a driver is violating an applicable motor vehicle law. 517 U.S. at ir.1994) (<HOLDING>); Barahona, supra, 990 F.2d at 416 (holding Options: A. holding that an officer has reasonable suspicion to conduct traffic stop even when his suspicion that a law has been violated is based on a reasonable mistake of law B. holding that reasonable suspicion justifies an investigatory detention C. holding that a traffic stop is valid under the fourth amendment if the stop is based on an observed traffic violation or if the police officer has reasonable articulable suspicion that a traffic or equipment violation has occurred or is occurring D. holding this framework applies whether the traffic stop is based on probable cause or reasonable suspicion E. holding that reasonable suspicion that there is contraband in the vehicle justifies greater intrusion unrelated to the traffic stop

assistant: The best answer is E. holding that reasonable suspicion that there is contraband in the vehicle justifies greater intrusion unrelated to the traffic stop
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 3.8 to the Credit Agreement, as of the Closing Date, such Grantor has good title to, or a valid leasehold interest in, all real property and other Property except where the failure to have such title or interests would not reasonably be expected to have a Material Adverse Effect. None of the Collateral is subject to any Lien except Permitted Liens.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: During the Employment Period, the Company agrees to employ Executive in the position of Co-Chief Operating Officer and Head of Strategic Operations. Executive will report to the Chief Executive Officer, or to such other person as the Company subsequently may determine (your “ Supervisor ”), and Executive will be working out of the Company’s office in New York City, New York. Executive will perform the duties and responsibilities and authority customarily performed and held by an employee in Executive’s position or as otherwise may be assigned or delegated to Executive by Executive’s Supervisor.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: he could ask his union to invoke arbitration on his behalf. See id. § 5(d). The negotiated procedure, though not open to all conceivable complaints, did cover Suzal’s. Using terms of art whose meaning derives from the CSRA, the collective bargaining agreement defined grievable matters to include “prohibited personnel practices” as well as “adverse actions and removals for performance”. Id. § 2(a). We agree with the Voice of America that the expiration and nonrenewal of an appointment for a specified term is not a “removal”, and hence that it is not an “adverse action” either. See 5 U.S.C. § 7512 (effectively defining “adverse actions” to include removals, suspensions, reductions in grade or pay, and furloughs); Berger v. Department of Commerce, 3 MSPB 297, 297-98, 3 M.S.P.R. 198 (1980) (<HOLDING>); cf. National Treasury Employees Union v. Options: A. holding that denial of a bonus was not an adverse employment action B. holding that termination is an adverse employment action C. holding that the expiration and nonrenewal of a term appointment is not an adverse action D. recognizing that unequal pay is an adverse action E. holding that nonrenewal of an appointment is not a removal under 5 usc 7512 and thus not an adverse action as defined in 5 usc 7512

assistant: The best answer is C. holding that the expiration and nonrenewal of a term appointment is not an adverse 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: Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, except (a) transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; (c) loans or advances to officers, directors and employees permitted under Section 8.7; (d) the payment of reasonable fees to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (i) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, to the extent permitted by Section 8.6; (f) employment arrangements entered into in the ordinary course of business between the Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom and (k) transactions contemplated by any Permitted Foreign Receivables Facility documents.

assistant: Transactions With Affiliates