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: (c) Allstate’s § 1991(A)(1) Claim Adequately Pled Scienter, Except as to the Underwriters and the Law Firms. For claims arising under § 1991(A)(1), a claimant must allege the requisite state of mind with particularity. Specifically, “[i]n any private action arising under § 44-1991” requiring “proof that the defendant acted with a particular state of mind ..., the complaint shall state with particularity facts giving rise to a strong inference that the defendant acted with the required state of mind.” Ariz.Rev.Stat. § 44-2082(B). Scienter, however, is only an element § 1991(A)(1) claims. It is not a required element of claims raised pursuant to § 1991(A)(2) and § 1991(A)(3). See e.g., Orthologic Corp. v. Columbia/HCA Healthcare Corp., 2002 WL 1331735, at *5 (D. Ariz. Jan. 7, 2002) (<HOLDING>) (citing State v. Gunnison, 127 Ariz. 110, 113, Options: A. holding that proof of scienter is required to succeed on a claim under 1991a1 but not under 1991a2 or 1991a3 B. holding that proof of an explicit agreement is not required C. holding plaintiffs claims could not succeed without proof that the city had knowledge of prior incidents D. holding child molesting statute required proof of scienter E. holding obscenity statute required proof of scienter

assistant: The best answer is A. holding that proof of scienter is required to succeed on a claim under 1991a1 but not under 1991a2 or 1991a3
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 Trustee shall employ procedures to ensure that information relating to the purchase, holding, and sale of Company Stock and the exercise of voting, tender and similar rights with respect to Company Stock by Participants and Beneficiaries is maintained in accordance with procedures which are designed to safeguard the confidentiality of such information, except to the extent necessary to comply with applicable law. The Administrator shall be responsible for ensuring that such procedures are sufficient to safeguard Participant confidentiality, such procedures are being followed, and that an independent fiduciary, such as the Trustee, is appointed under the circumstances described in Department of Labor Regulation section 2550.404c-1(d)(2)(ii)(E)(4)(ix).

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: (i) If, while employed during the Employment Term, Executive becomes “disabled” within the meaning of such term under the short-term disability (“STD”) program in which OUTFRONT senior executives are eligible to participate (such condition is referred to as a “Disability” or being “Disabled”), Executive will be considered to have experienced a termination of employment with OUTFRONT as of the date he first becomes eligible to receive benefits under any long-term disability (“LTD”) program in which OUTFRONT senior executives are eligible to participate or, if he does not become eligible to receive benefits under such OUTFRONT LTD program, he has not returned to work by the six (6) month anniversary of his Disability onset date. Except as provided in this paragraph 7(c), if Executive becomes Disabled while employed during the Employment Term, Executive will exclusively receive compensation under the STD program in accordance with its terms and, thereafter, under the LTD program in accordance with its terms, provided he is eligible to receive LTD program benefits.

assistant: Disability
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 5.18 of the Rice Disclosure Letter is a true, correct and complete list of all material insurance policies held by Rice or any of its Subsidiaries as of the date of this Agreement (collectively, the “ Material Rice Insurance Policies ”). Each of the Material Rice Insurance Policies is in full force and effect on the date of this Agreement and a true, correct and complete copy of each Material Rice Insurance Policy has been made available to the Company upon the Company’s request prior to the date of this Agreement. All premiums payable under the Material Rice Insurance Policies prior to the date of this Agreement have been duly paid to date. As of the date of this Agreement, no written notice of cancellation or termination has been received with respect to any Material Rice Insurance Policy.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: credits. Stated another way, the ALC may not summarily decline to hear an inmate appeal solely on the ground that it involves the loss of the opportunity to earn-sentence related credits. Turning to the facts of the instant case, the ALC should not have summarily dismissed Appellant’s appeal as it involved more than a review of the loss of the opportunity to earn good-time credits and a reduction in earned-work credits. Appellant also challenged the SCDC’s enforcement of the policy forbidding one inmate from providing legal assistance to another inmate. Because Appellant’s claim constitutes an as-applied constitutional challenge to the policy, the ALC could have ruled on this claim. See Travelscape, LLC v. S.C. Dep’t of Rev., 391 S.C. 89, 108-09, 705 S.E.2d 28, 38-39 (2011) (<HOLDING>). However, for reasons that will be discussed, Options: A. holding that the district court properly dismissed the plaintiffs asapplied challenge to the constitutionality of the tennessee collateral review statutes under rookerfeldman B. holding that a state prisoner may not challenge the constitutionality of his conviction in a suit for damages under 42 usc 1983 C. holding that the alc may not rule upon a facial challenge to the constitutionality of a regulation or statute but may rule upon an asapplied challenge D. holding that a facial challenge to regulation accrues when the agency publishes its rule in the federal register E. recognizing that categorical constitutional challenge was fundamentally similar to asapplied constitutional challenge initially raised on appeal

assistant: The best answer is C. holding that the alc may not rule upon a facial challenge to the constitutionality of a regulation or statute but may rule upon an asapplied challenge
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Corporation may modify, amend or waive the terms of this Agreement, prospectively or retroactively, but no such modification, amendment or waiver shall impair the rights of Participant without Participant’s consent, except as required by applicable law or stock exchange rules, tax rules or accounting rules. Prior to the effectiveness of any modification, amendment or waiver required by tax or accounting rules, the Corporation will provide notice to Participant and the opportunity for Participant to consult with the Corporation regarding such modification, amendment or waiver. The waiver by either party of compliance with any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision of this Agreement.

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 legal provision and list the applicable contract clause categories. Provision: The Loan Parties shall use the proceeds of the Loans for (a) the payment of transaction fees and expenses in connection with the entry into this Agreement, (b) payment of gas purchase, transportation and storage expenses (including to meet credit support requirements under gas purchase, transportation or storage agreements), (c) funding of debt service reserves and (d) working capital and other general corporate purposes; provided that no more than $75,000,000 may be used for purposes other than those set forth in clause (b) above (the “ General Corporate Purposes Sublimit ”) unless the Aggregate Working Capital Debt Commitments are increased pursuant to Section 2.08 ( Incremental Commitments ), in which case the General Corporate Purposes Sublimit shall be two hundred and fifty million Dollars ($250,000,000).

assistant: Use Of Proceeds
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: fell away once he entered the upper portion of 256 Nickell Heights without a warrant. When Riddle made his warrantless entry, Richard Modrell and Michelle Lindsey were securely detained in the basement by a deputy, whose presence also mitigated the risk that evidence might be destroyed downstairs. Thus, the officers’ law-enforcement needs were met, while minimizing infringement on the privacy interests of the other inhabitants. Any benefit to law enforcement from Riddle’s action was marginal at best, but it came at great cost to the privacy rights of the residents upstairs. Riddle disputes this and argues that, once inside the house, he “only secur[ed], rather than searched], the residence, leaving Modrell’s home and personal belongings intact.” (Riddle , 1000-01 (9th Cir.2010) (<HOLDING>). Moreover, there is no indication that the Options: A. holding that rough handling under the exigent circumstances present was not excessive force B. recognizing exigent circumstance exception to warrant requirement C. holding that a seizure lasting over 26 hours was excessive because in cases involving exigent circumstances a judicial magistrate could be obtained at any hour to sign a warrant D. holding that exigent circumstances were present because evidence of bloodalcohol content could disappear during the time necessary to obtain a warrant E. recognizing that exigent circumstances do not excuse the failure to secure a warrant when those circumstances are created by government officials who unreasonably and deliberately delay or avoid obtaining the warrant

assistant: The best answer is C. holding that a seizure lasting over 26 hours was excessive because in cases involving exigent circumstances a judicial magistrate could be obtained at any hour to sign a warrant
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: Beginning on the date of this Second Amendment the Key Employee shall receive a Base Salary at the rate of Five Hundred and Sixty-five Thousand dollars ($565,000) per annum payable in periodic installments in accordance with the Company’s normal payroll practices and procedures, which Base Salary may be increased (but not decreased) by the Board or (a committee thereof) from time to time.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: in a way regarded as offensive.” Matter of Acosta, 19 I. & N. Dec. 211, 222 (BIA 1985), overruled, in part, on other grounds, INS v. Cardoza-Fonseca, 480 U.S. 421, 423, 107 S.Ct. 1207, 94 L.Ed.2d 434 (1987); accord Ivanishvili v. U.S. Dep’t of Justice, 433 F.3d 332, 342 (2d Cir.2006). Economic harm may constitute persecution; however, “an applicant for asylum must demonstrate a severe economic disadvantage.” Matter of T-Z-, 24 I. & N. Dec. 163, 173 (BIA 2007) (internal quotation marks omitted). Indeed, “[t]he economic difficulties must be above and beyond those generally shared by others in the country of origin and involve noticeably more than mere loss of social advantages or physical comforts.” Id.-, see also Guan Shan Liao v. U.S. Dep’t of Justice, 293 F.3d 61, 67 (2d Cir.2002) (<HOLDING>). Contrary to Yang’s assertion, the BIA did not Options: A. holding that to establish asylum eligibility based on future persecution an applicant must show that he or she subjectively fears persecution and that this fear is objectively reasonable B. holding that economic loss rule precludes recovery of economic damages only in the absence of personal injury or property damage claims C. holding that an asylum applicant must show at least a deliberate imposition of a substantial economic disadvantage in order for the harm to constitute economic persecution D. holding that an asylum applicant must make a showing of a particularized threat of persecution E. holding that to constitute persecution harm must be more than harassment

assistant: The best answer is C. holding that an asylum applicant must show at least a deliberate imposition of a substantial economic disadvantage in order for the harm to constitute economic persecution
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 expressly provided for herein, this Agreement may not be executed, amended or altered, or any of its provisions waived on behalf of New Holland, except in writing, signed by New Holland’s Director of Network Development or other authorized director in a similar capacity.

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 legal provision and list the applicable contract clause categories. Provision: If any provision of this Agreement is held to be invalid, illegal or unenforceable by any court or arbitrator of competent jurisdiction, then solely as to such jurisdiction and subject to this Section 13, that provision shall be limited (“blue-penciled”) to the minimum extent necessary so that this Agreement shall otherwise remain enforceable in full force and effect in such jurisdiction and without affecting in any way the enforceability of this Agreement in other jurisdictions. To the extent such provision cannot be so modified, the offending provision shall, solely as to such jurisdiction, be deemed severable from the remainder of this Agreement, and the remaining provisions contained in this Agreement shall be construed to preserve to the maximum permissible extent the intent and purposes of this Agreement in such jurisdiction and without affecting in any way the enforceability of this Agreement in other jurisdictions.

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: honored Kenny’s request [for a raise] and [he] sent a memo to Mr. Struminger regarding an increase in [Carter’s] pay during a rerouting period that they were not prepared to do at which time his pay would have gone up ... [Struminger] indicated that that was not our pay structure and that he couldn’t make modifications to our pay structure for an individual. (Id., Gwaltney Dep. at 182-83.) Plaintiff fails to provide any evidence that VLS’s inability to recalculate the routes he supervised was tied to his resistance to Miller’s firing of Tawwaab. Carter is unable to point to any situation where an individual who did not engage in protected activity received an increase in pay due to a route recalculation. See, e.g., Obi v. Anne Arundel County, Md., 28 Fed.Appx. 333, 336 (4th Cir.2002) (<HOLDING>). As such, Plaintiff has failed to put forth Options: A. holding that a plaintiff failed to rebut the defendants proffered reason for increasing employees level of pay by failing to show that plaintiffs treatment was disproportionate with individuals who did not engage in protected activity B. holding that the plaintiff failed to show retaliation where there was no evidence that the employees who disciplined him knew of his protected activity C. holding in the title vii context that the plaintiff must show that the individual who took adverse action against him know of the employees plaintiffs protected activity D. holding that to establish a causal connection plaintiff must show that the individual who took adverse action against him knew of the employees protected activity E. holding that plaintiff state employees contract right to be discharged only for cause was not protected by due process clause because it did not rise to level of fundamental right

assistant: The best answer is A. holding that a plaintiff failed to rebut the defendants proffered reason for increasing employees level of pay by failing to show that plaintiffs treatment was disproportionate with individuals who did not engage in protected activity
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: Participant acknowledges that the Corporation or an Affiliate may disclose secret or confidential information to Participant during the period of Participant’s Service to enable Participant to perform his or her duties. Participant agrees that, subject to the following sentence, Participant shall not during his or her Service (except in connection with the proper performance of his or her duties) and thereafter, without the prior written consent of the Corporation, disclose to any person or entity any material or significant secret or confidential information concerning the business of the Corporation or an Affiliate that was obtained by Participant in the course of Participant’s Service. This paragraph shall not be applicable if and to the extent Participant is required to testify in a legislative, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge, or if such secret or confidential information is required to be disclosed by Participant by any law, regulation or order of any court or regulatory commission, department or agency. Participant further agrees that if Participant’s Service is terminated for any reason, Participant will not take, but will leave with the Corporation or an Affiliate, all records and papers and all matter of whatever nature that bears secret or confidential information of the Corporation or an Affiliate. For purposes of this Agreement, the term “secret or confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members’ information, the Corporation’s and any Affiliate’s financial information and plans, processes, methods, techniques, systems, formulas, patents, models, devices, compilations or any other information of whatever nature in the possession or control of the Corporation or an Affiliate, that has not been published or disclosed to the general public, the options industry or the commodities futures industry, provided that such term shall not include knowledge, skills, and information that is common to the trade or profession of Participant.

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

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: S.Ct. 1215, 43 L.Ed.2d 570 (1975).” Peters v. Narick, 165 W.Va. 622, 628 n. 13, 270 S.E.2d 760, 768 n. 13 (1980). This Court has determined repeatedly that the West Virginia Constitution may be more protective of individual rights than its federal counterpart. See, e.g., State v. Bonham, 173 W.Va. 416, 317 S.E.2d 5 Daley, 174 W.Va. 299, 324 S.E.2d 713 (1984) (state constitution compels striking limitation on soliciting after sunset even if federal constitution does not); Woodruff v. Board of Trustees of Cabell Huntington Hospital, 173 W.Va. 604, 611, 319 S.E.2d 372, 379 (1984) (Article III, § 1 "more stringent in its limitation on waiver [of fundamental rights] than is the federal constitution”); Pushinsky v. West Virginia Board of Law Examiners, 164 W.Va. 736, 266 S.E.2d 444 (1980) (<HOLDING>); Pauley v. Kelly, 162 W.Va. 672, 707, 255 Options: A. recognizing that oath taken to honor state constitution makes it the justices duty to apply the state constitution when it does not conflict with the federal constitution B. recognizing that state constitution imposes more stringent limitations on power of state to inquire into lawful associations and speech than those imposed by federal constitution C. recognizing exception under state constitution D. holding that appellate court assumes appellant claims no greater protection under state constitution than that provided by federal constitution when state and federal claims not briefed separately E. holding missouri constitution requires stricter separation of church and state than does federal constitution

assistant: The best answer is B. recognizing that state constitution imposes more stringent limitations on power of state to inquire into lawful associations and speech than those imposed by federal constitution
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 Borrower will not, and will not permit any of its Restricted Subsidiaries to, authorize, issue or sell any Capital Stock, grant any options (other than under current option plans), warrants or other rights to purchase any Capital Stock or in any way change the capitalization of any of its Restricted Subsidiaries, in each case in such a manner as to cause such Borrower to own directly or indirectly less than one hundred percent of the Capital Stock, of each of its Restricted Subsidiaries (except as set forth in §8.17, §10.5.2 or §10.5.3 or as may be permitted under §10.3) ; provided, however, that the foregoing shall not apply to the Aus Reorganization or the Aus JV Disposition . No Borrower or its Restricted Subsidiaries will issue any Capital Stock having debt-like features (such as mandatory cash dividends, mandatory redemption provisions or other provisions which create monetary obligations on such Borrower payable in cash during a period when Loans may be outstanding) other than (i) the 2012 Convertible Equity (or any refinancings, refundings, renewals or extensions thereof in connection with Indebtedness incurred pursuant to §10.1(u)(i) or any Capital Stock issued in connection therewith), (ii) the 2015 UK Management Equity/Earnout and , (iii) any Permitted Preferred Stock (or any refinancings, refundings, renewals or extensions thereof) and (iv) except to the extent such Capital Stock, if classified as Indebtedness of such Borrower, would be permitted by §10.1 or as may be contemplated by §§10.5.2, 10.5.3 or 10.3 ; provided, further, however, that the foregoing shall not apply to the Aus Reorganization or the Aus JV Disposition .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: There is no Proceeding pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “ Action ”) which adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Shares.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: made by the jury for loss of consortium. In Massachusetts, a parent of a minor child has a statutory claim for loss of consortium to recover for the loss of society and companionship caused by the negligent injury of the child. M.G.L.c. 231, §85X. Massachusetts courts have also recognized a child’s right to recover for loss of a parent’s society and companionship through a defendant’s negligence if the child is a minor who depends on the parent both economically and in filial needs for closeness, guidance and nurture. See Ferriter v. Daniel O’Connell’s Sons, Inc., 381 Mass. 507 (1980). A claim for loss of consortium stands on its own, separate and distinct from the cause of action of the person seeking compensation for injury. See Feltch v. General Rental Co., 421 N.E.2d 67, 71 (1981) (<HOLDING>); Pinheiro v. Medical Malpractice Joint Options: A. recognizing cause of action for loss of consortium B. recognizing loss of consortium claims C. holding that wifes recovery for loss of consortium should not be reduced by the proportion of negligence attributable to husband because claim for loss of consortium is independent of the damages claim of the injured spouse D. recognizing that loss of consortium is a right of action separate from that of the spouse E. holding that a loss of consortium is separate and independent from the primary action

assistant: The best answer is C. holding that wifes recovery for loss of consortium should not be reduced by the proportion of negligence attributable to husband because claim for loss of consortium is independent of the damages claim of the injured spouse
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 U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 384 U.S. 150 86 S.Ct. 1320 16 L.Ed.2d 429 Thomas A. WESTBROOKv.ARIZONA. No. 1250, Misc. Decided May 2, 1966. W. Edward Morgan, for petitioner. Darrell F. Smith, Atty. Gen. of Arizona, and Paul G. Rosenblatt, Asst. Atty. Gen., for respondent. PER CURIAM. 1 The motion for leave to proceed in forma pauperis and the petition for a writ of certiorari are granted. Although petitioner received a hearing on the issue of his competence to stand trial, there appears to have been no hearing or inquiry into the issue of his competence to waive his constitutional right to the assistance of counsel and proceed, as he did, to conduct his own defense. 'The constitutional right of an accused to be represented by counsel invokes, of itself, the protection of a trial court, in which the accused—whose life or liberty is at stake—is without counsel. This protecting duty imposes the serious and weighty responsibility upon the trial judge of determining whether there is an intelligent and competent waiver by the accused.' Johnson v. Zerbst, 304 U.S. 458, 465, 58 S.Ct. 1019, 1023, 82 L.Ed. 1461; Carnley v. Cochran, 369 U.S. 506, 82 S.Ct. 884, 8 L.Ed.2d 70. 2 From an independent examination of the record, we conclude that the question whether this 'protecting duty' was fulfilled should be re-examined in light of our decision this Term in Pate v. Robinson, 383 U.S. 375, 86 S.Ct. 836. Accordingly, the judgment of the Supreme Court of Arizona is vacated and the case is remanded to that court for proceedings not inconsistent herewith. It is so ordered. 3 Judgment vacated and case remanded.

assistant: 4
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 validity of this Plan and any of its provisions shall be construed, administered, and governed in all respects under and by the laws of the State of New York (including its statute of limitations and all substantive and procedural law, and without regard to its conflict of laws provisions), except as to matters of federal law. If any provision of this instrument shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions hereof shall continue to be fully effective.

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 legal provision and list the applicable contract clause categories. Provision: You agree that you will at all times act in compliance with the Company’s policies and procedures, and any law governing the Company or your employment. You understand and agree that the Company policies and procedures do not create any contractual relationship between you and the Company, and the policies and procedures may be changed at any time, for any reason, at the sole discretion of the Company. You represent that to your knowledge, no investigation, claim or litigation is currently pending or threatened against you at this time relating to or arising out of your activities as an employee. You understand that throughout your employment with the Company and upon termination, you are required to fully disclose to the Company any instances of actual or possible regulatory violations by the Company or its affiliates of which you are or become aware.

assistant: Compliance With 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 legal provision and list the applicable contract clause categories. Provision: The Parties agree that if any of the provisions of the Consent Decree shall be held unenforceable by any court of competent jurisdiction, such unenforceability shall not render unenforceable the entire Consent Decree, but rather the entire Consent Decree shall be construed as if not containing the particular unenforceable provision or provisions, and the rights and obligations of the Parties shall be construed and enforced accordingly.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you are granted a limited , non-exclusive right to create text hyperlinks to our websites for non-commercial purposes ; however , you may not use our logos or other proprietary graphics to link to our sites without our express written permission .

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: Subject to the terms and conditions of this Agreement, each Party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable, under applicable Law or otherwise, to consummate the transactions contemplated by this Agreement. The Parties agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement in accordance with the terms hereof.

assistant: Further Assurances
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 permitted under Section 6.3 or Section 6.4 , each Loan Party will, and will cause each of its Restricted Subsidiaries to, at all times preserve and keep in full force and effect such Person’s valid existence and good standing in its jurisdiction of organization and, except as could not reasonably be expected to result in a Material Adverse Effect, good standing with respect to all other jurisdictions in which it is qualified to do business and any rights, franchises, permits, licenses, accreditations, authorizations, or other approvals material to their businesses.

assistant: Existence
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: is not the type of oppositional activity covered by Title VII because Bevels was not engaged in an unlawful employment practice. As explained earlier, her alleged inquiry was neither a sexual demand nor sexual harassment. To come within the opposition clause of Section 2000e-3(a), one must demonstrate an objectively reasonable belief that the practice “opposed” actually violated Title VII; otherwise, the activity (here, simply a negative response to an inquiry) was not statutorily protected activity. See Breeden, 532 U.S. at 271, 121 S.Ct. 1508 (since no reasonable person could have believed that a single incident implicated Title VII’s sex discrimination coverage, retaliation claim was properly dismissed); Parker v. Baltimore & Ohio R.R. Co., 652 F.2d 1012, 1019-20 (D.C.Cir.1981) (<HOLDING>); Trent v. Valley Elec. Ass’n Inc., 41 F.3d Options: A. recognizing that title vii protects individuals from retaliation regardless of the merit of their complaints so long as they can show a good faith reasonable belief that the challenged practices violate title vii B. holding that the conduct complained of must be an unlawful employment practice under title vii C. holding that the test for good faith is the actual belief of the party and not the reasonableness of that belief D. holding that the only qualification placed upon an employees invocation of protection from retaliation under title viis opposition clause is that the manner of his opposition must be reasonable and noting that there is no qualification on who the individual doing the complaining may be E. holding that an employee seeking the protection of the opposition clause must demonstrate a good faith reasonable belief that the challenged practice violates title vii

assistant: The best answer is E. holding that an employee seeking the protection of the opposition clause must demonstrate a good faith reasonable belief that the challenged practice violates title vii
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: J.). Section 405(h) was enacted in 1939, as part of the Social Security Act (“SSA”). As written, it barred jurisdiction under 28 U.S.C. § 41. At that time, 28 U.S.C. § 41 contained virtually all the important grants of subject-matter jurisdiction to the district courts, including federal-question, diversity, and bankruptcy. See 28 U.S.C. § 41(19) (1940) (repealed) (granting jurisdiction over “all matters and proceedings in bankruptcy”). In 1948, however, Congress re-codified Title 28 and separated § 41’s twenty-eight subsections into new sections 1331 through 1359. This caused no substantive change in the coverage of the SSA’s jurisdictional bar; courts simply referred to § 41 as it existed in 1939. See Weinberger v. Salfi, 422 U.S. 749, 756 n. 3, 95 S.Ct. 2457, 45 L.Ed.2d 522 (1975) (<HOLDING>). In 1976, however, only one year after the Options: A. holding that section 1406a grants district courts power to transfer cases even where personal jurisdiction is lacking B. holding that provision requiring exhaustion within two years of injury was not jurisdictional and was subject to tolling C. holding that section 311034 does not make section 890041 jurisdictional D. holding that section 1144 is a jurisdictional limitation E. holding twentyseven years after title 28s recodification that 405hs reference to 41 continued to capture all jurisdictional grants formerly housed within that section

assistant: The best answer is E. holding twentyseven years after title 28s recodification that 405hs reference to 41 continued to capture all jurisdictional grants formerly housed within that section
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Plan and this Agreement (including all Exhibits hereto, if any) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and the Participant 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 case excerpt and choose the best holding from the options. Case excerpt: back to Defendants. And, both parties were entitled to be returned to their presale position to the extent possible. "The goal of rescission is to restore the status quo that existed prior to the parties' agreement." Amderson v. Doms, 2008 UT App 241, T6, 75 P.3d 925 (internal quotation marks omitted); see also Ong Int'l (U.S.A.) Inc. v. 11th Ave. Corp., 850 P.2d 447, 457 (Utah 1998). How or whether that goal can be accomplished is within the sound discretion of the trial court. See Ong Int'l, 850 P.2d at 457; Anderson, 2008 UT App 241, 1 6. Despite this deference, remand is appropriate where return of the parties to their prior positions is not accomplished to the extent possible under the circumstances. See Robert Langston, Ltd. v. McQuarrie, 741 P.2d 554, 558 (Utah Ct.App.1987) (<HOLDING>). 142 Here, Defendants argue that they were not Options: A. holding that an order denying summary judgment is not appealable under 1292a3 even though it may have had important procedural consequences B. holding that the supreme courts proper scope of review of a trial courts decision in a trial de novo of an assessment matter is whether the decision of the trial court was clearly erroneous C. holding that void order must exceed courts authority to act and not be merely erroneous D. holding trial courts order denying return of earnest money erroneous even though contract was rescinded E. holding that the trial courts conclusion regarding an easement of necessity was clearly erroneous

assistant: The best answer is D. holding trial courts order denying return of earnest money erroneous even though contract was rescinded
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 by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one in the same 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 case excerpt and choose the best holding from the options. Case excerpt: admits this position might be in “tension” with United States v. McVeigh, 153 F.3d 1166 (10th Cir.1998), cert. denied, — U.S.—, 119 S.Ct. 1148, 143 L.Ed.2d 215 (1999), which states that “[t]his Circuit has required on-the-record findings for a trial court’s balancing under Rule 403 when the disputed evidence is offered pursuant to one of the specialized character evidence rules,” including Rule 404(b) evidence. Id. at 1189 n. 10. We have consistently upheld implicit Rule 403 determinations when the determinations are supported by the record. See, e.g., United States v. Wilson, 107 F.3d 774, 783 (10th Cir.1997) (concluding the district court implicitly made a Rule 403 finding when it ruled at trial and at a motion in limine hearing to admit 404(b) evidence); Mills, 29 F.3d at 549 (<HOLDING>); accord United States v. Easter, 981 F.2d Options: A. holding the district court implicitly made a rule 403 determination when the defendant argued prejudice would outweigh the 404b evidences utility B. holding that rule 404b evidence is admissible in rebuttal C. holding that the district court did not commit plain error in admitting physical evidence of the defendants prior drug arrest in addition to the fact of the arrest itself when the evidence was relevant under rule 404b and the district court gave a limiting instruction D. holding that when defendant argued on appeal that the trial justice should have given the jury a sua sponte limiting instruction regarding alleged rule 404b evidence defendants failure to object at trial constituted a waiver of that issue E. holding that admission of rule 404b evidence was proper

assistant: The best answer is A. holding the district court implicitly made a rule 403 determination when the defendant argued prejudice would outweigh the 404b evidences utility
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: courts give the Legislature free rein over the state’s various types of special districts, including: school, irrigation, reclamation, drainage, bridge and highway districts, and redevelopment agencies. Special districts are always agencies of the State. As such, their creation and attributes are wholly in the Legislature’s discretion.”) (emphasis added). 31 . Chicago, B. & Q. Ry. Co. v. Illinois, 200 U.S. 561, 26 S.Ct. 341, 349, 50 L.Ed. 596 (1906) (emphasis added). 32 . See, e.g., Medtronic, Inc. v. Lohr, 518 U.S. 470, 475, 116 S.Ct. 2240, 135 L.Ed.2d 700 (1996) (“Throughout our history the several States have exercised their police powers to protect the health and safety of their citizens.”). 33 . See, e.g., Chao v. Hospital Staffing Servs., Inc., 270 F.3d 374, 378 (6th Cir.2001) (<HOLDING>); Corporacion de Servicios Medicos Options: A. holding single coexecutors release of mortgage debt paid to estate was valid and binding on estate because acts of any coexecutor in respect to the administration of the effects of the estate are deemed to be the acts of all as where one releases a debt or settles an account of a person with the deceased or surrenders a term or sells the goods and chattels of the estate his act binds the others characterizing conversion of decedents personal property into cash as act in due course of administration of estate B. holding that bank as coexecutor of estate breached its fiduciary and statutory duties to creditor when it failed to pay creditors claim against estate and instead paid claims of bank and other creditors C. holding that the secretary of labors suit is not in furtherance of her statutory powers to regulate and enforce labor standards but rather is designed to and would if allowed to proceed promote the private rights of unpaid workers visavis other creditors of the debt ors estate D. holding that private rights of action to enforce federal law must be created by congress courts may not create a cause of action absent statutory intent E. holding creditors lacked standing to file an adversary action asserting the interests of the estate in seeking to prevent a former principal of the debtor from interfering with the chapter 11 reorganization given the lack of showing of the debtors consent and any determination by the bankruptcy court that the suit would be beneficial to the estate and necessary to a fair and efficient resolution of the bankruptcy proceedings

assistant: The best answer is C. holding that the secretary of labors suit is not in furtherance of her statutory powers to regulate and enforce labor standards but rather is designed to and would if allowed to proceed promote the private rights of unpaid workers visavis other creditors of the debt ors 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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: the tos constitutes the entire agreement between you and yahoo and governs your use of the yahoo services , superseding any prior version of this tos between you and yahoo with respect to the yahoo services .

assistant: None