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

user: Read the legal provision and list the applicable contract clause categories. Provision: Debtor has filed or caused to be filed all tax returns required to be filed and has paid, or has made adequate provisions for the payment of, all taxes shown to be due and payable on said returns or in any assessments made against it (other than those being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been set aside on its books) which would be material to Debtor, and no undischarged tax liens have been filed with respect thereto. The charges, accruals and reserves on the books of Debtor with respect all taxes are adequate for the payment of such taxes, and Debtor knows of no material unpaid assessment which is due and payable against Debtor except such thereof as are being contested in good faith by appropriate proceedings and for which adequate reserves have been set aside.

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

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

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company is duly formed, validly existing and in good standing under the laws of Nevada, with full corporate power and authority for the ownership and operations of its properties and for the carrying on of its business as now conducted. The Company has all requisite corporate power and corporate authority to execute and deliver this Agreement, to perform all its obligations hereunder, to issue and deliver the Exchange Stock.

assistant: Organizations
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 further agree: (a) not to disparage the Company, its officers, directors, employees, shareholders, and agents, in any manner likely to be harmful to its or their business, business reputations, or personal reputations; (b) not to voluntarily (except in response to legal compulsion) assist any third party in bringing or pursuing any proposed or pending litigation, arbitration, administrative claim or other formal proceeding against the Company, its parent or subsidiary entities, investors, affiliates, officers, directors, employees or agents; (c) to cooperate fully with the Company, by voluntarily (without legal compulsion) providing accurate and complete information, in connection with the Company’s actual or contemplated defense, prosecution, or investigation of any claims or demands by or against third parties, or other matters, arising from events, acts, or failures to act that occurred during the period of my employment by the Company; and (d) I hereby acknowledge and reaffirm my continuing obligations under the terms of my Proprietary Information and Inventions Agreement. In addition, I hereby represent that I have been paid all wages earned owed and for all hours worked, I have received all the leave and leave benefits and protections for which I am eligible, pursuant to FMLA, the California Family Rights Act, or any applicable law or Company policy, and I have not suffered any on-the-job injury for which I have not already filed a workers’ compensation claim.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Tobacco Co., 84 F.3d 734, 744 (5th Cir.1996)). Appellants contend the district court’s Rule 23 analysis inappropriately assessed likelihood of success on the merits. We find, however, that the district court’s merits inquiries were appropriate for Rule 23 analysis. “[C]lass determination generally involves considerations that are enmeshed in the factual and legal issues comprising the plaintiffs cause of action.” General Telephone Co. of Southwest v. Falcon, 457 U.S. 147, 160, 102 S.Ct. 2364, 72 L.Ed.2d 740 (1982) (internal quotation marks and citations omitted); Oscar Private Equity Invs. v. Allegiance Telecom, Inc., 487 F.3d 261, 268 (5th Cir.2007), abrogated on other grounds by Erica P. John Fund, Inc. v. Halliburton Co. (Halliburton), — U.S. —, 131 S.Ct. 2179, 180 L.Ed.2d 24 (2011) (<HOLDING>). Ultimately, the court must consider “how a Options: A. holding requirement nonjurisdictional and remanding for a possible eeoc waiver of that requirement B. holding that a district court must give full and independent weight to each rule 23 requirement regardless of whether that requirement overlaps with the merits C. holding that a district court is entitled to give more weight to the seriousness of the offense than to other factors D. holding that this court does not decide whether a petitioner must demonstrate that a trial court would have accepted the plea offer to prove prejudice because assuming such a requirement exists petitioner met the requirement E. holding that while the certifying court should not make any factual findings or merits determinations that are not necessary to the rule 23 analysis where merits issues cannot be avoided they must be addressed

assistant: The best answer is B. holding that a district court must give full and independent weight to each rule 23 requirement regardless of whether that requirement overlaps with the merits
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: MagneGas hereby represents and warrants to Alpha that MagneGas has not violated any law or any governmental regulation or requirement which violation has had, or would reasonably be expected to have, a material adverse effect on its business, and MagneGas has not received written notice of any such violation.

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 case excerpt and choose the best holding from the options. Case excerpt: 629, 642 (Fla.2001). Autopsy photographs are admissible to the extent that they fairly and accurately establish a material fact and are not unduly prejudicial. Rose v. State, 787 So.2d 786, 794-795 (Fla.2001). Further, closing arguments must not be used to inflame the minds and passions of the jurors so that their verdict reflects an emotional response rather than a logical analysis of the evidence and the applicable law. Bertolotti v. State, 476 So.2d 130, 134 (Fla.1985). In this instance, Foster’s autopsy photograph had no bearing on the state’s closing argument, and we agree that its use was inflammatory and prejudicial, especially when coupled with the state’s comment that the jury should avoid a third tragedy in the case. See Gomez v. State, 415 So.2d 822, 823 (Fla. 3d DCA 1982) (<HOLDING>). Because the cumulative effect of the state’s Options: A. holding wife unreasonably exposed neighbors children to danger because she invited the children over in spite of knowing her husband had molested children in the past B. holding that the victim impact and victim vulnerability aggravators were not overbroad and explaining that though the concepts of victim impact and victim vulnerability may well be relevant in every case evidence of victim vulnerability and victim impact in a particular case is inherently individualized C. holding in a murder case improper wire tapping of telephone calls between the victims wife and her lover recorded by the victim before his death required reversal for suppression D. holding that it was improper to say dont let the victim with three children and a wife walk away without justice in this case E. holding that argument regarding victim of prior offense was improper

assistant: The best answer is D. holding that it was improper to say dont let the victim with three children and a wife walk away without justice in this case
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: judgment action the Court should consider the following factors: (1) avoiding needless determination of state law issues; (2) discouraging litigants from filing declaratory actions as a means of forum shopping; and (3) avoiding duplica-tive litigation. Id. In addition, the Court should retain jurisdiction on a declaratory judgment action where it is necessary to avoid piecemeal litigation. Snodgrass v. Provident Life & Accident Ins. Co., 147 F.3d 1163, 1167 (9th Cir.1998). The Court has already concluded that § 616D.030 does not preclude Plaintiffs state law claims, therefore, declining to exercise jurisdiction over the declaratory judgment claim would result in piecemeal litigation. Because a declaratory action is a procedural remedy, the Court grants leav 956 P.2d 117, 119-20 (1998) Options: A. holding 616d030 barred employees actions where employees sued the state industrial insurance system alleging bad faith administration of their workers compensation claims B. holding that the peculiar risk doctrine has no application to employees of independent contractors whose claims fall within the workers compensation system C. holding 616d030 barred employees action where employee alleged the insurance carrier acted in bad faith in handling the claim D. recognizing retaliatory discharge claim where employer prevented employees exercise of workers compensation rights because of employees intention to file claim E. holding 616d030 did not preclude the plaintiff from bringing a tortious discharge action for filing a workers compensation claim because the statutory scheme applies only to the administration of the act

assistant: The best answer is A. holding 616d030 barred employees actions where employees sued the state industrial insurance system alleging bad faith administration of their workers compensation claims
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall pay to YA Global II SPV, LLC, an affiliate of the lead Buyer (the “ Subsidiary Fund ”) a monitoring fee in the amount of 5% of the Purchase Price of each Closing (collectively, the “ Monitoring Fees ”) as compensation for the monitoring and managing of the purchase and investments made by the Buyers described.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: disclosure was sufficient or, if it was not, whether the bankruptcy court’s abandonment can be undone in this separate litigation. Judicial estoppel is also sometimes argued when a party pursues a claim that it did not disclose in bankruptcy, see, e.g., Love v. Tyson Foods, Inc., 677 F.3d 258, 261-62 (5th Cir. 2012), but that equitable doctrine does not raise a jurisdictional question. So the Causeys failure to timely raise estoppel again means we cannot address it. 4 . Karry . suggested a real-party-in-interest problem ahead of trial but decided not to pursue it then. 5 . Garry also argues that the district court-erroneously relied on the "outward appearances” doctrine in finding he could be served at the Albuquerque . address. See NLRB v. Clark, 468 F.2d 459, 464 (5th Cir. 1972) (<HOLDING>) (emphasis added). But this misconstrues the Options: A. holding that former employees state law claim of fraud brought against his former employer was preempted by labor management relations act B. holding that when a defendant has in fact changed his residence but to all appearances is still occupying a former dwelling substituted service at the former dwelling is proper C. holding that the former husbands property from a noninterspousal gift may not be distributed under section 610751 although use of the former husbands separate property may be awarded to the former wife to satisfy the former husbands child support obligation D. holding that actual notice of lawsuit is no substitute for substantial compliance with frcp 4d1 requiring service on person of defendant on suitable resident at defendants dwelling or on defendants agent a judgment entered by a court which lacks jurisdiction over the person of the defendant is void and may be set aside at any time pursuant to fedrcivp 60b4 personal jurisdiction is established either by proper service of process or by the defendants waiver of any defect in the service of process E. holding that the evidence was sufficient to preclude inference where defendant believed house to be that of his girlfriend and nothing in the dwelling had been disturbed

assistant: The best answer is B. holding that when a defendant has in fact changed his residence but to all appearances is still occupying a former dwelling substituted service at the former dwelling is proper
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 to each assignment shall execute and deliver to the Agent assignment and assumption documentation reasonably acceptable to the Agent, together with a processing and recordation fee of $3,500, provided, however, that the Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee shall complete and deliver to the satisfaction of the Agent an administrative questionnaire in a form provided by the Agent.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: New York. An example of the type of New York-centered activity in which Lerfer and Calumet engage is their management of loan transactions designed to secure their ownership interests in Taber. For instance, Eugene Romano has made substantial loans (totalling approximately $8,000,-000) to Lerfer, which, in turn, reloaned these funds to Taber. Each of these loans consisted of funds that originated in New York and were evidenced by promissory notes prepared, executed, and delivered in New York. The record reveals that all policy decisions for Lerfer and Calumet are made in New York. For example, the decision to invest in Taber was made in New York. The e cert. denied, — U.S. -, 112 S.Ct. 85, 116 L.Ed.2d 57 (1991); Schwartz v. Electronic Data Sys., Inc., 913 F.2d 279, 283 (6th Cir.1990) (<HOLDING>) (citing U.S.I. Properties Corp., 860 F.2d at Options: A. recognizing separate corporate identity of subsidiary where evidence showed formal separation was maintained B. recognizing separate corporate identity of parent despite evidence that parent was alterego of its subsidiary and was being sued for acts of its subsidiary C. recognizing separate corporate identity of subsidiary holding company despite evidence that it could not act without the express permission of its parent and that its sole function was to serve as financial conduit for parent D. recognizing separate corporate identity of parent despite evidence that subsidiary performed the lions share of the film production for the parent E. recognizing separate corporate identity of parent despite evidence that parent consolidated its profits and losses with that of its whollyowned subsidiary in presenting parents financial reports to shareholders that subsidiary was considered a division of parent and that subsidiary accounted for 60 of parents and subsidiarys combined operations

assistant: The best answer is A. recognizing separate corporate identity of subsidiary where evidence showed formal separation was maintained
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: purpose must include an identification of the unlawful purpose or purposes suggested by the evidence and an instruction that the jury “may not convict based on their own notion of the unlawfulness of some other undescribed purpose.” State v. Jenkins, 234 N.J.Super. 311, 316, 560 A.2d 1240 (App.Div.1989). In addition, the trial judge should ... relate the specific unlawful purpose charge to the facts of the case. [State v. Villar, 150 N.J. 503, 511, 696 A.2d 674 (1997).] See also State v. Ricks, 326 N.J.Super. 122, 131, 740 A.2d 697 (App.Div.1999) (“Additional instructions provide guidance to the jury in understanding the [necessary] relationship[.]”), certif. denied, 163 N.J. 397, 749 A.2d 371 (2000); State v. Turner, 310 N.J.Super. 423, 432, 8, 317, 686 A.2d 1212 (App.Div.1997) (<HOLDING>), certif. denied, 153 N.J. 405, 709 A.2d 798 Options: A. holding cepa claim to have been properly dismissed because the challenged conduct was contrary to employees principles or sense of company priorities but was not illegal or wrongful B. holding cepa claim to have been properly dis missed because the court found that the disclosure involves nothing more than a policy dispute C. holding cepa claim to have been properly dismissed because employees general invocation of federal labor and tax law was inadequate basis for reasonable belief in illegal activity D. holding that a negligent retention claim was properly dismissed when there was no underlying tort upon which it could have been based E. holding cepa claim to have been properly dismissed due to the absence of such a public policy

assistant: The best answer is E. holding cepa claim to have been properly dismissed due to the absence of such a public policy
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All notices hereunder shall be given in writing by personal delivery, nationally recognized courier delivery or registered or certified mail addressed to FBR at its principal place of business and to Consultant at its address as then listed in FBR’s records.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If the Executive’s employment is terminated during the Employment Period by the Company for Cause or by the Executive other than for Good Reason, the Executive’s death, Retirement or Disability, then the Company shall pay the Executive upon the Date of Termination the Accrued Benefits and the Other Benefits and any benefits or compensation provided under the Equity Agreements which shall be paid in accordance with such agreements. Except as provided in this Section 6(b) or with respect to any vested benefits under any tax qualified pension plans of the Company and the continuation of health insurance benefits on the terms and to the extent required by COBRA or any other analogous legislation as may be applicable to the Executive, the Company shall have no additional obligations under this Amended Agreement. Notwithstanding anything herein to the contrary, the Executive will not be required to execute a Release ( see, e.g. , Section 6(a)(vii) above ) to receive the payments and benefits under this Section 6(b) .

assistant: Death
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 Term, the Executive shall be entitled to paid vacation time in accordance with the plans, practices, policies and program applicable to other Executive Vice President level officers of the Company, but in no event shall such vacation be less than four (4) weeks per year, beginning on the date of the closing of the Transaction.

assistant: Vacations
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: case, LSA-R.S. 40:1299.47(B)(2)(a) allows a health care provider to “raise any exception or defenses available pursuant to R.S. 9:5628.” (Emphasis added). As we recognized in Campo v. Correa, 2001-2707 (La.6/21/02), 828 So.2d 502, 509: LA. REV. STAT. ANN. § 9:5628 not only corresponds with the basic one year prescriptive period for delictual actions provided in LA.CIV.CODE art. 3492, it embodies the discovery rule delineated as the fourth category of contra non valentem, that is with the “single qualification that the discovery rule is expressly made inapplicable after three years from the act, omission or neglect.” Hebert, 486 So.2d at 724; see also Fontenot v. ABC Ins. Co., 95-1707 (La.6/7/96), 674 So.2d 960, 963; White v. West Carroll Hospital, Inc., 613 So.2d 150, 155 (La.1992) (<HOLDING>). A straight forward reading of LA. REV. STAT. Options: A. recognizing that even when a prisoner files suit under section 1983 alleging medical malpractice against prison medical officials medical malpractice does not become a constitutional violation merely because the victim is a prisoner B. holding that the ada does not create a remedy for medical malpractice C. holding that la rev stat ann 95628 embodies contra non valentem in medical malpractice suits D. holding that plaintiffs could not sue attorneys for legal malpractice so long as underlying medical malpractice action out of which legal malpractice claim arose was still pending on appeal E. holding that a north carolina rule requiring an expert certification in a medical malpractice case applied in a federal tort claims act case sounding in medical malpractice brought in federal court

assistant: The best answer is C. holding that la rev stat ann 95628 embodies contra non valentem in medical malpractice suits
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 two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed Agreement by one party to the other may be made by facsimile transmission or email transmission in the form of a .pdf attachment.

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: We have jurisdiction under 28 U.S.C. § 1291, and we affirm. At sentencing, the district court applied a two-level increase of the offense level for possession of a firearm under U.S.S.G. § 2Dl.l(b)(l). Lemar contends the two-level increase was not warranted because there was no evidence indicating he or any of his co-conspirators possessed a firearm during the commission of their offenses. We review for clear error the district court’s finding that the defendant possessed a firearm during the commission of a narcotics offense. See United States v. Willis, 899 F.2d 873, 874 (9th Cir.1990). A criminal defendant can be held accountable for a firearm possessed by a co-conspirator, if the possession was reasonably foreseeable to the defendant as part of the criminal activity. See id. at 875 (<HOLDING>). Lemar testified at sentencing that during Options: A. holding that prior possession of a firearm is admissible to show knowledge in a prosecution for knowingly possessing a similar weapon B. holding that the statute qualifies as an exemption 3 statute C. holding that the enhancement applied where the defendant possessed a firearm in connection with possessing methamphetamine D. holding that actual knowledge of a coconspirator possessing a firearm qualifies as foreseeability E. holding plaintiff can prove foreseeability by showing the defendant had actual or constructive knowledge of the assailants violent nature

assistant: The best answer is D. holding that actual knowledge of a coconspirator possessing a firearm qualifies as foreseeability
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: apparently blocks the sunlight necessary for the growth of the sea grass on which the turtles feed and promotes the growth of algae, which smothers the sea grass beds. This “degrades and ultimately kills those grasses ... and will cause the[ ] turtles to either abandon this habitat or starve.” Plaintiffs Appellate Brief at 20. The regulations implementing the ESA instruct that the Secretary of Commerce, in addition to the Secretary of the Interior, has jurisdiction over the turtles named in plaintiffs’ present action. Providing notice to the responsible Secretaries), which the relevant regulations indicate to be both the Secretary of Commerce and the Interior, is a prerequisite to suit. See Hallstrom v. Tillamook County, 493 U.S. 20, 31, 110 S.Ct. 304, 311-12, 107 L.Ed.2d 237 (1989) (<HOLDING>); Marbled Murrelet v. Babbitt, 83 F.3d 1068, Options: A. holding that compliance with analogous notice provision of the resource conservation and recovery act rcra was a mandatory condition precedent to suit B. holding notice provision in rcra and clean water act are virtually identical and citizens notice to violators under either act must strictly comply with statutory notice requirements C. holding that rcras notice provision is a condition precedent to all claims D. holding that an identical notice requirement in resource conservation and recovery act was a mandatory precondition to suit E. holding that clean water acts notice provision is a condition precedent to all claims

assistant: The best answer is A. holding that compliance with analogous notice provision of the resource conservation and recovery act rcra was a mandatory condition precedent to suit
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: rewrite the law, as interpreted by the Supreme Court, as we see fit, however laudable our policy concerns. The Supreme Court upheld Congress’s power under the Constitution to enact the Adam Walsh Act in Comstock, and has never revised its construction of § 3624(e) in Johnson. See id. at 1965; Johnson, 529 U.S. at 57, 120 S.Ct. 1114. Until the Supreme Court alters its construction of § 3624(e) so as to allow a person’s term of supervised release to begin while he or she physically remains in prison, Johnson remains binding authority. See Thurston Motor Lines, Inc. v. Jordan K. Rand, Ltd., 460 U.S. 533, 535, 103 S.Ct. 1343, 75 L.Ed.2d 260 (1983) (“Needless to say, only this Court may overrule one of its precedents.”); United States v. Qualls, 172 F.3d 1136, 1138 (9th Cir.1999) (en banc) (<HOLDING>); Khan v. State Oil Co., 93 F.3d 1358, 1363 Options: A. holding that our courts are bound by the united states supreme courts interpretation of the federal constitution B. recognizing that decisions of lower federal courts interpreting federal law are not binding on state courts C. recognizing the supreme courts interpretation of the federal feloninpossession statute as binding D. holding that the confrontation clause of the sixth amendment is applicable to the states and therefore the us supreme courts interpretation of the provision is binding upon this court E. holding an administrative interpretation cannot change the meaning of a statute or control the courts interpretation of it

assistant: The best answer is C. recognizing the supreme courts interpretation of the federal feloninpossession statute as binding
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 term of Executive's employment with the Company pursuant to this Agreement, the Company shall pay to Executive as compensation for Executive’s services an annual base salary of not less than $300,000.00 (“Base Salary”). Executive's Base Salary will be payable in arrears in accordance with the Company's normal payroll procedures and will be reviewed annually and subject to upward adjustment at the discretion of Executive’s direct supervisor. Nothing in this Agreement entitles Executive to an annual base salary of more than the above-referenced Base Salary amount.

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 legal provision and list the applicable contract clause categories. Provision: During the Employment Period and thereafter, and except as required by any court, supervisory authority or administrative agency or as may be otherwise required by applicable law, you shall not, without the written consent of a person duly authorized by the Bank, disclose to any person (other than your personal attorney, or an employee of the Bank or an Affiliate, or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by you of your duties as an employee of the Bank) or utilize in conducting a business any Confidential Information obtained by you while in the employ of the Bank, unless such information has become a matter of public knowledge at the time of such disclosure.

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 case excerpt and choose the best holding from the options. Case excerpt: that risk-utility analysis is to be utilized by the court to determine whether liability is to be precluded as a matter of law. Judge Conford did not say the court should or could also decide that there was liability as a matter of law. My research has disclosed no case where liability was imposed, utilizing the risk-utility analysis, as a matter of law for an accident ascribable to a product in the absence of a defect (manufacturing flaw, available alternative, or inadequate warning) other than in the absolute liability context. This Court has sometimes held as a matter of public policy that the cause should not be submitted to the jury because the utility of the product outweighed the risks. Illustrative situations are cases such as Brody v. Overlook Hospital, 66 N.J. 448 (1975) (<HOLDING>); Baptista v. St. Barnabas Medical Center, 109 Options: A. holding that a hospital cannot be strictly liable under texas law for a defective catheter because a hospital is not a seller engaged in the business of selling the product B. holding that a company providing administrative purchasing and financial services to a hospital was not a hospital and thus could not be held directly liable under emtala C. holding defendant had a reasonable expectation of privacy in blood sample drawn by hospital D. holding that a hospital was not vicariously liable for sexual abuse by an orderly E. holding as a matter of policy hospital not liable for blood used in transfusion that was infected with hepatitis

assistant: The best answer is E. holding as a matter of policy hospital not liable for blood used in transfusion that was infected with hepatitis
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: death. U.S.S.G. § 2B3.1, cmt. n. 6. In examining what constitutes a “threat of death,” we agree with the Seventh Circuit that we should not examine the notes grammatically or from the robber’s perspective. United States v. Carbaugh, 141 F.3d 791, 794 (7th Cir.1998). Instead, “the proper focus is on the perspective of the reasonable teller.” Id. In addition, “[w]e must consider the robbery note or threat as a whole and not as unconnected individual statements.” United States v. Hogan, 116 F.3d 442, 445 (10th Cir.1997). The note which Defendant used in the Bank Midwest robbery stated, “I have a gun and am willing to use it.” We believe a reasonable teller would ordinarily experience a fear of being shot when the robber confronting her announces he has a gun. See Carbaugh, 141 F.3d at 794 (<HOLDING>). Under the facts of this case, the fear of Options: A. holding that threat i have a gun and nothing to lose was not an express threat of death because there was not express mention of death and could also be interpreted to mean that robber was desperate and willing to turn alleged gun on himself B. holding that the phrase i have a gun constitutes a threat of death under 2b31b2f C. holding that the statement i have a gun is a threat of death because a reasonable teller upon hearing the statement normally and reasonably would fear that his or her life is in danger D. holding that the statement i have a gun is a threat of death E. holding that i have a gun give me money may imply threat to use gun but was not an express threat of death

assistant: The best answer is D. holding that the statement i have a gun is a threat of death
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: likewise , except as set forth in this section or as required by applicable law , the company is not responsible for repairing or replacing your gifts , or providing you with any credit or refund or any other sum , in the event of : ( i ) the company 's change , suspension or termination of any gifts ; or ( ii ) for loss or damage due to service error , or any other reason .

assistant: Limitation of liability
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: intent.’ ” McClellan v. Cablevision of Connecticut, Inc., 149 F.3d 161, 164 (2d Cir.1998) (quoting DiLaura v. Power Auth. of N.Y., 982 F.2d 73, 77-78 (2d Cir.1992)) (considering whether 47 U.S.C. § 531(e) provided a private cause of action for cable programmers.). In Western Air Lines, Inc. v. Port Authority of New York and New Jersey, 817 F.2d 222 (2d Cir.1987), the Second Circuit stated that “our analysis ... applies equally to a suit claiming an implied right of action to enforce section 2210(a) [re-codified as section 47107(a) ]. Indeed, the district court decision ... which this court affirmed, concluded that section 2210(a) does not provide a private right of action.” Id. at 225, n. 4; see also Sound Aircraft Services v. Town of East Hampton, 192 F.3d 329 (2d Cir.1999) (<HOLDING>). Similarly, the United States Court- of Options: A. holding that although section 47107a mandates that the secretary of transportation may approve grants to federally funded airports only upon written assurance that the airport operator will comply with nondiscrimination provisions we have previously held that no private right of action existed under similar provisions on remand we invite the district court to reconsider in light of the foregoing its decision that 49 usc 47101a provides sound with a federal right that may be the basis for its 1983 claim B. holding that no private right of action exists under any of the provisions of the airport and airway improvement act C. holding that no private right of action exists D. holding that we have consistently held that a private cause of action will not be found where the legislature has expressly provided for enforcement of a statute E. holding that the rehabilitation act does not create a private right of action against the secretary of transportation where the apa provides an adequate remedy

assistant: The best answer is A. holding that although section 47107a mandates that the secretary of transportation may approve grants to federally funded airports only upon written assurance that the airport operator will comply with nondiscrimination provisions we have previously held that no private right of action existed under similar provisions on remand we invite the district court to reconsider in light of the foregoing its decision that 49 usc 47101a provides sound with a federal right that may be the basis for its 1983 claim
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Banks agree to indemnify the Administrative Agent (to the extent not reimbursed under Section 11.03 hereof, but without limiting the obligations of the Company under said Section 11.03) ratably in accordance with their respective Commitments, for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against the Administrative Agent (including by any Bank) arising out of or by reason of any investigation in or in any way relating to or arising out of this Agreement or any other documents contemplated by or referred to herein or the transactions contemplated hereby (including, without limitation, the costs and expenses that the Company is obligated to pay under Section 11.03 hereof but excluding (i) unless a Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of its agency duties hereunder and (ii) the costs and expenses of the Administrative Agent in connection with the negotiation and preparation of this Agreement) or the enforcement of any of the terms hereof or of any such other documents, provided that no Bank shall be liable for any of the foregoing to the extent they arise from the gross negligence or willful misconduct of the party to be indemnified.

assistant: Indemnifications
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: As GC, you will perform the duties and services assigned to you by the Company, and shall report to the Company’s Chief Operating Officer, or to another designed Executive Officer. You shall also serve as an officer of any affiliate of the Company as designated by the Company. You shall devote such time and attention to the affairs of the Company and to your duties on the Company’s behalf as you deem appropriate and have historically provided over the past year as the Company’s outside counsel. Your employment will be subject to all Company policies, procedures and practices as may currently exist or as may be modified or implemented in the future, including our Code of Ethics and Business Conduct and Employee Handbook. In addition, by accepting employment with the Company, you agree to enter into, and comply with, the Company’s Confidentiality and Non-solicitation Agreement and to arbitrate any disputes arising out of your employment as set forth in the Company’s Dispute Resolution Program. These documents will be provided to you as part of your new hire package and you will be required to sign them prior to beginning your employment with the Company.

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 legal provision and list the applicable contract clause categories. Provision: Whenever possible, each provision of this Agreement will be interpreted in such manner as to be valid and effective under applicable law, but if any provision of this Agreement or the application of any such provision to any Person or circumstance will be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision hereof, and the Parties will negotiate in good faith with a view to substitute for such provision a suitable and equitable solution in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Borrower shall pay and discharge when due (and in installments if permitted by the applicable taxing authority as being "current") any and all material indebtedness, obligations, assessments and taxes, both real and personal, owed by or relating to Borrower and Borrower's properties (including federal and state income taxes), except such as Borrower may in good faith contest or as to which a bona fide dispute may arise, provided provision is made to the reasonable satisfaction of Lender for eventual payment thereof in the event that it is found that the same is an obligation of Borrower.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Assignment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. Each counterpart may be delivered by facsimile transmission. The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon provided such signature page is attached to any other counterpart identical thereto.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except for any agreements entered into with FNTIC and CLTIC in connection with their respective Subscriptions, from and after the date of this Agreement, Splitco shall not, without the prior written consent of Holders holding more than fifty percent (50%) of the Registrable Securities enter into any agreement with any holder or prospective holder of any securities of Splitco giving such holder or prospective holder any registration rights the terms of which are more favorable taken as a whole than the registration rights granted to the Holders hereunder unless Splitco shall also give such rights to such Holders.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Neither the execution and delivery by Purchaser of any of the Purchaser Closing Documents, nor the performance by Purchaser of any of its obligations under any of the Purchaser Closing Documents, nor the consummation by Purchaser of the transaction described in this Agreement will violate any provision of the organizational or governing documents of Purchaser.

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 legal provision and list the applicable contract clause categories. Provision: Assignor hereby sells, assigns, transfers and conveys to Assignee, its successors and assigns, the 5% Percentage Interest, including all right and interest in and to the Partnership’s assets, liabilities, rights to future profits, and management rights as such relate to the 5% Percentage Interest, which assignment shall be effective as of June, 1, 1999 (“Effective Date”), in consideration of $7,527,760.00, as such may be adjusted pursuant to the Letter Agreement between Assignee and Assignor dated June 4, 1999.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of Tex.Code Crim.P.Ann. art. 37.07 § 3(a) applicable here. Grunsfeld v. State, 843 S.W.2d 521, 526 (Tex.Crim.App.1992). The State contends that the extraneous offense is admissible in a pre-sentence investigation report under Tex.Code Crim.Proc.Ann. art. 42.12, sectio —Houston [14th Dist.] 1987, no pet.) (same). In conducting the harm analysis Duffy requires, we are governed by the standard set forth in Harris v. State, 790 S.W.2d 568, 586, d for ineffective assistance of counsel where an attorney failed to object to inadmissible extraneous offenses contained in a pre-sentence investigation report. Thomas v. State, No. 01-94-00703-CR, — S.W.2d - [1995 WL 489100] (Tex.App.—Houston [1st Dist.] August 17, 1995, no pet.). See also Spriggs v. Collins, 993 F.2d 85, 89-90 (5th Cir.1993) (<HOLDING>). Appellate courts formerly presumed that in a Options: A. holding that because the defendant did not object to the factual recitations in the psi he effectively admitted the facts in the psi B. holding that the defendant conceded the accuracy of his prior convictions in his psi report by failing to object to the report C. holding that failure to object to properly admitted evidence was not deficient performance by trial counsel D. holding that where defendant failed to object to facts in psi relating to prior conviction the failure to object constituted an admission E. holding trial counsel was deficient for failing to object to unadjudicated extraneous offenses in a psi report

assistant: The best answer is E. holding trial counsel was deficient for failing to object to unadjudicated extraneous offenses in a psi report