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: brief, his allegation that defendant subjected him to an unconstitutional strip search. (D.I. 63 at 10) 4 . The record indicates that plaintiff said, at the time the treatment was terminated, “It [is] all right if you give me a new inhaler, I think I can get by.” (D.I. 63, ex. A at ¶ 15) Plaintiff did receive a new inhaler when he was placed back in his cell and choose not to use the inhaler for fear it could actually worsen his condition. (D.I. 60, ex. A at 17-18) 5 . Cf. Henderson v. Sheahan, 196 F.3d 839, 846 (7th Cir.1999) (finding a layperson would consider relatively minor an inmate's "breathing problems, chest pains, dizziness, sinus problems, headaches and a loss of energy,” if a physician has not deemed them as serious); and Oliver v. Deen, 77 F.3d 156, 160 (7th Cir.1996) (<HOLDING>) with Hathaway v. Coughlin, 37 F.3d 63, 68 (2d Options: A. holding eighth amendment not implicated when medical records evaluate inmates asthma as only a mild case B. holding that charging fees for medical services did not violate the eighth amendment where prisoner did not allege denial of medical care C. holding that the eighth amendment protects prisoners only from deliberate indifference to their serious medical needs D. holding that deliberate indifference to a serious medical need establishes an eighth amendment violation E. holding that an inmates eighth amendment legal claims were straightforward and that the district court did not abuse its discretion by refusing to appoint counsel

assistant: The best answer is A. holding eighth amendment not implicated when medical records evaluate inmates asthma as only a mild 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: entirely before or entirely after the date on which the predecessor judge’s term expired. For example, in Laca the court of appeals held “there is no provision, for the instant situation, where the trial judge has been replaced as the result of an election” and thus remanded the case for a new trial. 243 S.W.3d at 796 (citing Larry F. Smith, 110 S.W.3d at 611). But the trial judge’s term of office did not expire until after the final due date for filing the findings. Id. The same was true in Larry F. Smith, 110 S.W.3d at 616 (“[T]he trial court judge’s term of office did not expire until ... more than a year after the period for filing findings of fact and conclusions of law ended.”), and in Federal Deposit Insurance Corp. v. Morris, 782 S.W.2d 521, 522 (Tex. App.—Dallas 1989, no writ) (<HOLDING>). Here, because Judge Lowy’s term expired Options: A. holding that a reviewing court has the power to reject the findings and conclusions of the trial court where the findings are not supported by the evidence B. holding the findings of fact required to support an alimony award are sufficient if findings of fact have been made on the ultimate facts at issue in the case and the findings of fact show the trial court properly applied the law in the case C. holding there was no remedyfor lack of findings when the request for findings came after the presiding judges term expired D. holding that objections are required to challenge magistrate judges findings as well as magistrates failure to make additional findings E. holding that it is the commissioners findings of fact to the extent they modify or replace the administrative law judges findings that are relevant on appeal

assistant: The best answer is C. holding there was no remedyfor lack of findings when the request for findings came after the presiding judges term expired
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: abused its discretion by providing an unreasonable characterization of the record evidence. See McElwee, 896 A.2d at 18 & nn. 7-8. While SEPTA claims that this, too, necessarily entailed unwarranted fact-finding on the part of the Commonwealth Court, we believe that it aligns with the approach utilized in Sienkiewicz I, wherein this Court not only determined that no record evidence existed to support a particular factual finding central to the trial court’s decision to grant relief (i.e., that Penn-DOT had installed curbing along the “Stafford Straightaway”), but proceeded to delineate the essential facts that were proved by the uncontradicted record evidence in ultimately agreeing with Penn-DOT’s position that relief was unjustified. See Sienkiewicz I, 584 Pa. at 282, 883 A.2d at 502 (<HOLDING>). Under the circumstances of this case, then, Options: A. recognizing that the evidence establishes that direct access to landowners property was always from the stafford straightaway factually there was never any direct access from the stafford curve rather this portion of the roadway like davis street and the route 81 ramps was merely part of an adjacent road system providing a convenient flow of traffic in the direction of landowners property B. holding a landowner not liable for an accident on a country road caused by a tree which fell from the landowners property C. recognizing distinction and allowing recovery for impairment of access and not obstructed flow of traffic D. holding that the landownerlicensee relationship ceased when the licensee left the landowners property E. holding in an inverse condemnation case that the abutting landowners right of direct access was subservient to the city of portlands proper exercise of its governmental powers for purposes of public safety and convenience and that the elimination of access from the landowners property to the affected street did not constitute a taking

assistant: The best answer is A. recognizing that the evidence establishes that direct access to landowners property was always from the stafford straightaway factually there was never any direct access from the stafford curve rather this portion of the roadway like davis street and the route 81 ramps was merely part of an adjacent road system providing a convenient flow of traffic in the direction of landowners property
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The headings and subheadings contained in the titling of this Second Amendment and the schedules and exhibits hereto are intended to be used for convenience only and shall not be deemed to be part of, or affect the interpretation of, the provisions hereof or thereof.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: to use the services , you agree that : ( 1 ) you must be the `` minimum age '' ( described below ) or older ; ( 2 ) you will only have one linkedin account ( and/or one slideshare account , if applicable ) , which must be in your real name ; and ( 3 ) you are not already restricted by linkedin from using the services .

assistant: None
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: by way of example , and not as a limitation , you shall not ( and shall not permit any third party to ) either ( a ) take any action or ( b ) upload , download , post , submit or otherwise distribute or facilitate distribution of any content on or through the service , including without limitation any user submission , that :

assistant: None
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 985 (3d Cir. 1988). In this case, it is evident that Prive’s injury occurred in the context of Dr. Fabian’s business activities. Clearly if Prive had tripped while in Dr. Fabian’s office, see also Harad, supra at 985, had been exposed to disease because Dr. Fabian had improperly labeled laboratory samples, see Doe v. Doctors Bryan, Hatcher, Vick and Gastings, 623 So.2d 722 (Ct.App.La. 1993), or had injured herself moving a patient, see Duprey v. Shane, 249 P.2d 8, 13 (Ca. 1952), a medical malpractice action would not be warranted. As these cases recognize, the proper recourse for a physician’s negligence toward nonpatients is a common law claim for negligence rather than a claim for medical malpractice. See Doe, supra at 723; see also Roe v. Federal Ins. Co., 412 Mass. 43, 49-50 (1992) (<HOLDING>). Accordingly, the exclusion clause in the Options: A. holding that a patients settlement of a prior action brought against him by doctors for payment of a bill did not bar medical malpractice action against doctors B. holding that doctors conduct toward patient that does not come within penumbra of doctorpatient relationship cannot form basis for malpractice action C. holding that doctors may limit the extent of their responsibility to patients by narrowing the scope of the doctorpatient relationship D. holding that provision would not be enforced due to that fact that the doctorpatient relationship is special and entitled to unique protection E. holding that an obligation imposed by statute cannot form the basis for a statutory employer relationship

assistant: The best answer is B. holding that doctors conduct toward patient that does not come within penumbra of doctorpatient relationship cannot form basis for malpractice action
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: major customers and prospects. Lieto clearly had access to customer lists, pipeline reports, and customer trip reports. As Vice-President of Sales and Service, Lieto obviously worked on promoting Cereva’s product and fostered good will with potential customers. Cereva is justified in protecting this established good will as a legitimate business interest. A non-competition agreement, to be enforceable, also must be reasonable in geographical scope and length of time. See Blackwell v. E.M. Helides, Jr., Inc., 368 Mass. 225, 228 (1975). In this instant case, the covenant not to compete is in effect for one year. Massachusetts appellate authority holds that a two-year restriction, following termination of employment is reasonable. See All Stainless, Inc. v. Colby, 364 Mass. 773, 779 (<HOLDING>). As such, a covenant not to compete containing Options: A. holding employment agreement consisting entirely of a covenant not to compete unenforceable because the covenant must be supported by valuable consideration B. holding that a covenant not to compete for two years was enforceable C. holding that the restraint of a covenant not to compete must be reasonable under the facts and circumstances of the particular case and that only a legitimate business interest may be protected by the covenant D. holding that the evidence was sufficient to demonstrate retaliation for activities that occurred two years prior to the termination E. holding that michigan courts would not enforce a covenant not to compete which violates mcla 445761 even though the covenant would have been enforceable in missouri where the contract was executed

assistant: The best answer is B. holding that a covenant not to compete for two years was enforceable
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: fails adequately “to support one of the elements of their claim upon which they ha[ve] the burden of proof.” Jensen, 1 F.3d at 1079. A plaintiff “cannot avoid summary judgment merely by presenting a scintilla of evidence to support her claim; she must proffer facts such that a reasonable jury could find in her favor.” Turner v. Public Serv. Co. of Colo., 563 F.3d 1136, 1142 (10th Cir.2009) (citation omitted). 2. Analysis The parties agree that, under Utah law, the liability releases signed by Mr. Milne and Mr. Hall preclude the plaintiffs from bringing ordinary negligence claims against the defendants. See Pearce, 179 P.3d at 765 (stating that “people may contract away their rights to recover in tort for damages caused by the ordinary negligence of others”); see also id. at 766 (<HOLDING>). However, the plaintiffs argue — and, on Options: A. holding contractors could not claim recreational immunity because they had no continuing authority to determine whether the land should be open to the public B. recognizing that public utilities affect the public interest in that they render essential public services to a large number of the general public C. holding that whether the public invitee may have some commercial purpose in mind was irrelevant to recreational immunity instead by opening up the lands for recreational use without a fee the landowner brought itself under the protection of the immunity statute D. holding that recreational activities do not constitute a public interest and that therefore preinjury releases for recreational activities cannot be invalidated under the public interest exception E. recognizing the public interest exception

assistant: The best answer is D. holding that recreational activities do not constitute a public interest and that therefore preinjury releases for recreational activities cannot be invalidated under the public interest exception
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, the validity of the other provisions of this Release Agreement shall not be impaired. If any provision of this Release Agreement shall be deemed invalid as to its scope, then, notwithstanding such invalidity, such provision shall be valid to the fullest extent permitted by law, and the parties agree that, if any court or arbitrator makes such a determination, such court or arbitrator shall have the power to modify the duration, scope and/or area of such provision and/or to delete specific words and phrases by “blue penciling” and, in its reduced or blue penciled form, to enforce such provision to the fullest extent permitted by law.

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: Save as may be required by law or by any applicable regulatory rules or codes of practice or an order of a court or tribunal of competent jurisdiction, Executive shall not do or say anything adverse or harmful to, or otherwise disparaging of, the Company or its subsidiaries and their respective goodwill. Save as may be required as aforesaid, the Company shall not, and shall use its reasonable endeavours to ensure that its officers, directors, employees and subsidiaries do not, do or say anything adverse or harmful to, or otherwise disparaging of, Executive and his goodwill; provided that no action by either party in connection with the enforcement of its rights hereunder shall be construed as a violation of this Paragraph D.

assistant: Non-Disparagement
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: individuals “whose interests or whereabouts could not with due diligence be ascertained” and noting that it is reasonable to dispense with actual notice to claimants "whose interests are either conjectural or futu the term "claim” is defined broadly to include, inter alia, "right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured....” 11 U.S.C. § 101(5)(a) (emphasis added). 11 . Bankruptcy debtors are required to prepare and submit a list or schedule of creditors with an initial bankruptcy petition so that appropriate notice can be provided to those creditors. 11 U.S.C. § 521. 12 . See In re CareMatrix Corp., 306 B.R. 478, 486 (Bankr.D.Del.2004) (<HOLDING>) (citations omitted); In re Kewanee Boiler Options: A. holding plan properly vacated with respect to chapter 13 creditor who received actual notice of proceedings but did not receive adequate notice that court would value secured claim at the confirmation hearing B. recognizing need to balance interests of debt or and creditor in determining nature of protection to be afforded creditor C. holding in the instant case although creditor obtained relief from the automatic stay it failed to object or appeal from the confirmation order accordingly creditor is bound by the confirmation order D. holding that creditor with notice of bankruptcy could have objected to confirmation of chapter 13 plan in order contest treatment of claim E. recognizing that when a creditor does not receive adequate notice the creditor is not bound by the confirmation order

assistant: The best answer is E. recognizing that when a creditor does not receive adequate notice the creditor is not bound by the confirmation order
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: candidates to access the ballot. In Mandel, the Court held that the summary affirmance in its prior case did not mandate the result reached by the district court because, unlike the Maryland procedure, the Pennsylvania requirements entailed both an early filing date and a twenty-one day limitation on signature gathering. Id. at 177, 97 S.Ct. 2238. The Court stated that “a summary affirmance is an affirmance of the judgment only.” Id. at 176, 97 S.Ct. 2238. The Court further explained, “Summary affirmances and dismissals for want of a substantial federal question ... prevent lower courts from coming to opposite conclusions on the precise issues presented and necessarily decided by those actions.” Id.; cf. Hicks v. Miranda, 422 U.S. 332, 344-45, 95 S.Ct. 2281, 45 L.Ed.2d 223 (1975) (<HOLDING>) The Ninth Circuit recently addressed the Options: A. holding that the ninth circuit is bound by the california supreme courts interpretation of california law B. recognizing that federal courts are bound by pronouncements of the california supreme court on applicable state law C. holding that the supreme courts prior summary affirmance of a california appellate decision upholding the constitutionality of an obscenity statute precluded a threejudge federal court from finding that the same statute was unconstitutional D. recognizing a hypothetical situation where california law left a party free to sue on a claim in maryland even after the claim was precluded in california because the california statute of limitations had expired E. holding that an appellate court can review a district courts decision to remand when that decision rests upon a ground not authorized by statute

assistant: The best answer is C. holding that the supreme courts prior summary affirmance of a california appellate decision upholding the constitutionality of an obscenity statute precluded a threejudge federal court from finding that the same statute was unconstitutional
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof .

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: party criminals would not have poisoned tablets or caplets instead). Plaintiffs claim, “[a]l-though masquerading as a claim for ‘better protection against tampering,’ [] is, in reality, a claim for tamper-proof packaging;” yet no such packaging exists. Id. at 162. Therefore, as a matter of law, Am-gen’s packaging of the Epogen could not be found defective in its packaging design. See, e.g. Id. at 162 (rejecting as a matter of law the plaintiffs contention that the packaging of the Tylenol was defective). Moreover, generally, a manufacturer does not have a duty to anticipate and prevent criminal conduct by third parties, or to design its product in such a way as to anticipate and frustrate criminal tampering. See, Elsroth, 700 F.Supp. at 163, 164; see also Cacciola, 127 F.Supp.2d at 190 (<HOLDING>). Further, contrary to plaintiffs contention, Options: A. holding that under new york law a manufacturer is not obligated to design a product that is impossible to abuse B. holding that a divorce granted at a foreign consulate in new york was not valid for immigration purposes because it did not comply with new york law C. holding that contract signed in new york by promisor from florida and partially performed in florida was governed by new york law because it was executed in new york D. holding that new york law applies to this matter E. holding jurisdiction over nonresident defendant existed where note was payable in new york contained new york choice of law clause and proceeds were used to finance new york limited partnership

assistant: The best answer is A. holding that under new york law a manufacturer is not obligated to design a product that is impossible to abuse
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: Capitalized terms used herein and not otherwise defined herein have the meanings assigned to such terms in the Credit Agreement or, if not defined therein, the Credit Agreement as amended hereby. The rules of construction specified in Section 1.2 of the Credit Agreement shall apply to this Second Amendment, including the terms defined in the preamble and recitals hereto.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: "doctors' certificates alone could constitute sufficient evidence” to support trial court's findings, but holding that they did not when certificates did not provide evidence of recent overt act or continuing pattern of behavior that confirmed that appellant was likely to harm herself) (emphasis in original). 13 . This “further showing” may be provided by expert testimony or by other evidence. In re F.M., 183 S.W.3d 489, 499 (Tex. App.-Houston [14th Dist.] 2005, no pet.). 14 . See also Breeden, 4 S.W.3d at 788 (noting that "what is lacking from the record ... is sufficient evidence of a recent act or continuing pattern of behavior that tends to confirm [the expert’s] assertions.”) (emphasis in original); Broussard v. State, 827 S.W.2d 619, 622 (Tex.App.-Corpus Christi 1992, no writ) (<HOLDING>); see also State ex. rel. P.W., 801 S.W.2d 1, 3 Options: A. holding that proof of overt act is not required to support admission of evidence of statement of coconspirator during course of conspiracy B. holding evidence insufficient to support confinement where record lacked any evidence of an overt act or continuing pattern of behavior C. holding evidence insufficient to support finding of implied contract D. holding that an overt act may be a verbal statement or a physical act E. holding proof of an overt act is not required to establish a violation of 846

assistant: The best answer is B. holding evidence insufficient to support confinement where record lacked any evidence of an overt act or continuing pattern of behavior
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: actually no intent to perform the contract.”) (emphasis added). Before the district court on summary judgment, ABS based its argument relating to AdvancePCS’ intent to defraud at the time the statement was made on evidence that AdvancePCS ultimately did not fulfill its promise and that “reflecting back,” one of ABS’ witnesses, Blixt, believed “that at the time defendant had no intention of honoring the agreement it committed to.” R.134 at 26-27. On this evidence, ABS has not created a genuine issue of triable fact as to AdvancePCS’ intent. Illinois law does not allow the plaintiffs to proceed on a fraud claim when the evidence of intent to defraud consists of nothing more than unfulfilled promises and allegations made in hindsight. See Bower v. Jones, 978 F.2d 1004, 1012 (7th Cir.1992) (<HOLDING>). Before this court, ABS further contends that Options: A. recognizing that the burden of proof is an essential element of the claim itself and that one who asserts a claim has the burden of proof that normally comes with it B. holding that proof that a promise was not kept alone is insufficient to make out a claim of promissory fraud since there is no proof that the defendants made the promise never intending to keep it C. holding that the burden of proof is on the claimant D. holding that the clear and convincing evidence standard of proof applicable in fraud actions does not apply to the proof of misrepresentations under ors 743612 E. holding that proof of conspiracy is susceptible to generalized proof since focus is on what defendants did and said

assistant: The best answer is B. holding that proof that a promise was not kept alone is insufficient to make out a claim of promissory fraud since there is no proof that the defendants made the promise never intending to keep it
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: offense and other contested lesser[-]included offenses, then they must enter a finding of guilty to the lesser[-]included offense to which the accused [pleaded] guilty.” United States v. Baker, 28 M.J. 900, 901 (A.C.M.R.1989); R.C.M. 910(g)(2); ' R.C.M. 913(a); R.C.M. 920(e) discussion. If the military judge accepts an accused’s plea to a lesser-included offense, that guilty plea “may be used to establish ‘facts and elements common to both the greater and lesser offense within the same specification.’ ” United States v. Grijalva, 55 M.J. 223, 228 (C.A.A.F.2001) (quoting Darrell, 18 C.M.R. at 425-26). An accused’s plea of guilty fulfills the elements of a lesser offense that can then be used to prove common elements of a greater offense to which the accused has pleaded not guilty. Id. (<HOLDING>). The military judge in a judge-alone trial, Options: A. holding military judge did not err by considering appellants admissions concerning the elements of the lesserincluded offense of aggravated assault in determining appellant was guilty of the greater offense of attempted premeditated murder B. holding that reckless conduct was lesserincluded offense of aggravated assault by threatening another with imminent bodily injury by use of deadly weapon because the danger of serious bodily injury in the lesser offense is necessarily established when a deadly weapon is used in the commission of an offense as required for the greater offense C. holding that failure to give lesserincluded charge of simple assault as lesserincluded offense of aggravated assault on police officer was reversible error D. holding that appellate counsel was ineffective in failing to argue based on the first districts decision in montgomery that the standard attempted manslaughterbyact instruction was fundamentally erroneous where betts was charged with attempted firstdegree premeditated murder and convicted of the necessary lesserincluded offense of attempted seconddegree murder E. holding that where jury was instructed on both a greater offense and lesserincluded offense and the jury convicted on the lesserincluded offense the double jeopardy provision prohibited retrial on the greater offense

assistant: The best answer is A. holding military judge did not err by considering appellants admissions concerning the elements of the lesserincluded offense of aggravated assault in determining appellant was guilty of the greater offense of attempted premeditated murder
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 Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been obtained or made and are in full force and effect, (ii) filings or recordings in respect of the Liens created pursuant to the Security Documents, (iii) the filing with the FCC of certain of the Loan Documents as required by Section 73.3613 of the FCC’s rules and (iv) the approval by the FCC of the acquisition of any Broadcast License, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Holding Company, the Borrower or any of the Borrower’s Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Holding Company, the Borrower or any of the Borrower’s Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person, and (d) except for the Liens created pursuant to the Security Documents and the Liens permitted under Section 7.02(n) , will not result in the creation or imposition of any Lien on any asset of the Holding Company, the Borrower or any of the Borrower’s Subsidiaries.

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: The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Shares, the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Preferred Shares issuable upon exercise of the Warrants and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Warrant Preferred Shares) will not (i) result in a violation of the Certificate of Incorporation (as defined below) (including, without limitation, any certificate of designation contained therein), Bylaws (as defined below), certificate of formation, memorandum of association, articles of association, bylaws or other organizational documents of the Company or any of its Subsidiaries, or any capital stock or other securities of the Company or any of its Subsidiaries, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) in any respect under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including, without limitation, foreign, federal and state securities laws and regulations and the rules and regulations of the Nasdaq Capital Market (the “Principal Market ”) and including all applicable foreign, federal and state laws, rules and regulations) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected.

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: Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Security Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Security Agreement, (e) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

assistant: Miscellaneous
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 are no actions, investigations, suits or proceedings pending or, to the knowledge of any Borrower, threatened, at law, in equity or in arbitration, before any court, other Governmental Authority, arbitrator or other Person, (i) against or affecting any of the Consolidated Entities or any of their respective properties that could reasonably be expected to have a Material Adverse Effect or (ii) on the Closing Date, with respect to this Agreement, any of the other Credit Documents or any of the transactions contemplated hereby or thereby.

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 legal provision and list the applicable contract clause categories. Provision: No representation or warranty made by any of the Parties in this Agreement, nor any document, written information, statement, certificate, or exhibit prepared and furnished or to be prepared and furnished by the Parties or their representatives pursuant hereto or in connection with the transactions contemplated hereby, when taken together, contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements or facts contained herein or therein not misleading in light of the circumstances under which they were furnished, to the best of each of the Parties' knowledge and belief.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK ; PROVIDED THAT (I) THE DETERMINATION OF THE ACCURACY OF ANY SPECIFIED ACQUISITION AGREEMENT REPRESENTATION AND WHETHER AS A RESULT OF THE INACCURACY THEREOF THE BORROWER (OR ITS AFFILIATE) HAS THE RIGHT TO TERMINATE ITS (OR ITS AFFILIATE ’ S) OBLIGATIONS UNDER THE ACQUISITION AGREEMENT, OR DECLINE TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THE ACQUISITION AGREEMENT, (II) THE INTERPRETATION OF THE DEFINITION OF “ TARGET MATERIAL ADVERSE EFFECT ” AND WHETHER A “ TARGET MATERIAL ADVERSE EFFECT ” HAS OCCURRED AND (III) THE DETERMINATION OF WHETHER THE ACQUISITION HAS BEEN CONSUMMATED IN ACCORDANCE WITH THE TERMS OF THE ACQUISITION AGREEMENT SHALL, IN EACH CASE, BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE LAWS OF THE STATE OF DELAWARE.

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

user: Read the following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 439 U.S. 8 99 S.Ct. 49 58 L.Ed.2d 7 Bernard CAREY, State's Attorney of Cook County, Illinoisv.Ralph M. WYNN et al. Eugene F. DIAMOND v. Ralph M. WYNN et al. Nos. 78-229, 78-239. Oct. 16, 1978. PER CURIAM. 1 A three-judge District Court entered a declaratory judgment holding unconstitutional certain sections of the Illinois Abortion Act of 1975, Ill.Rev.Stat., ch. 38, § 81-21 et seq. (Supp.1976). Wynn v. Scott, 449 F.Supp. 1302 (N.D.Ill.1978). The District Court assumed that Illinois prosecutors would recognize and abide by the declaratory judgment and denied plaintiffs' request for injunctive relief. Id., at 1331. 2 The appeals from the declaratory judgment invalidating certain provisions of the statute are dismissed for want of jurisdiction. Title 28 U.S.C. § 1253, the jurisdictional statute under which these appeals are taken, does not authorize an appeal from the grant or denial of declaratory relief alone. Gerstein v. Coe, 417 U.S. 279, 94 S.Ct. 2246, 41 L.Ed.2d 68 (1974). The declaratory judgment is appealable to the Court of Appeals, and we are informed that appeals to that court have been taken. 3 Appeals dismissed. 4 Mr. Justice STEVENS took no part in the consideration or decision of these cases.

assistant: 9
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns, and Optionee and Optionee’s successors, assigns, heirs, executors, administrators and beneficiaries. Nothing in this Section 9.4 shall be deemed to modify or waive in any manner whatsoever such prohibitions on transfer or assignment of Optionee’s rights hereunder as are contained elsewhere in this Agreement.

assistant: Binding Effects
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: Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by registered or certified mail, postage paid, to Executive at the last address Executive has filed in writing with the Bank, or, in the case of the Bank, to the attention of the CEO. All such communications shall be deemed given upon receipt. Any party may by notice in writing to the other parties change the address to which notices to it or him are to be addressed hereunder.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: creating the status, of stepchild occurred”). Thus, in Palmer v. Reddy, 622 F.2d 463 (9th Cir.1980), we struck down an INS requirement that applicants prove that stepchildren be part of a “close family unit” to be eligible for visa preference, in light of our conclusion that the statute made the preference “available to stepchildren as a class without further qualification.” Id. at 464 (emphasis added). Following Palmer, the BIA has said that “no qualifications beyond a valid marriage creating the step-relationship should be imposed.” Matter of Vizcaino, 19 I. & N. Dec. 644, 648 (BIA 1988). Accordingly, the BIA has refused to look beyond the fact of a stepparent-stepchild relationship to the strength of that relationship. See Matter ofMowrer, 17 I. & N. Dec. 613, 615 (BIA 1981) (<HOLDING>); Matter of McMillan, 17 I. & N. Dec. 605, Options: A. holding that trial court had jurisdiction to consider custody dispute before a divorce or separation action had commenced B. holding that the requisite relationship between stepparent and stepchildren existed because there had been no legal divorce or separation and that the appropriate inquiry in cases where there has been a legal separation or where the marriage has been terminated by divorce or death is whether a family relationship has continued to exist as a matter of fact between the stepparent and stepchild C. holding that a claim that the defendant may be insane at the time of execution is premature where no death warrant has been signed and the defendant has not been found to be incompetent D. holding that the family court lacked subject matter jurisdiction to hold a party in contempt where the separation agreement was incorporated but not merged into a divorce decree E. holding if there has been no termination of employment there has been no layoff or reduction in force

assistant: The best answer is B. holding that the requisite relationship between stepparent and stepchildren existed because there had been no legal divorce or separation and that the appropriate inquiry in cases where there has been a legal separation or where the marriage has been terminated by divorce or death is whether a family relationship has continued to exist as a matter of fact between the stepparent and stepchild
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: at LCC, and past dealings with the College may provide further context for the terms of the agreement. These are questions of fact better addressed on summary judgment, and not on this motion to dismiss. Next, defendants argue that there was no contract because the conditions to plaintiffs reappointment were conditions precedent to formation of the contract and not, as plaintiff argues, to performance. This issue depends on the intent of the parties as discerned from the language of the contract. See Garrett v. Music Pub. Co. of Am., LLC, 740 F.Supp.2d 457, 462-63 (S.D.N.Y. 2010). And, where the parties’ intent is not clear from the agreement, courts treat any conditions as conditions precedent to performance. See SCS Comm., Inc. v. Herrick Co., Inc., 360 F.3d 329, 341 (2d Cir. 2004) (<HOLDING>); Catskill Dev., LLC v. Park Place Entm’t Options: A. holding that parol evidence is admissible to establish a condition precedent to the existence of a contract B. recognizing that although federal precedent was not binding it was persuasive authority C. holding that a contract is not effective until the performance of the conditions precedent and that a condition precedent calls for the happening of some event or the performance of some act after the terms of the contract have been agreed on before the contract shall be binding on the parties D. holding the trial court may determine issue of condition precedent to enforcement of agreement to arbitrate E. holding that a condition was precedent to performance because the contract language did not explicitly state that it was precedent to formation

assistant: The best answer is E. holding that a condition was precedent to performance because the contract language did not explicitly state that it was precedent to formation
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: Court in Johnson stressed that it must “of course decide appealability for categories of orders rather than individual orders.” Id. at 315, 115 S.Ct. 2151. .Accordingly, we cannot, in each individual case, “engage in ad hoc balancing to decide issues of appealability.” Id. Therefore, even though in this case a holding that we lack jurisdiction may problematically prolong this case, under Johnson that is our only option. However, before this case proceeds further, we would encourage the district court to consider in more detail its reliance on the proffered experts’ opinions. It is unclear from the district court’s opinion if it even applied the Daubert framework. That, of course, is the required starting point. See Ammons v. Aramark Uniform Serv., Inc., 368 F.3d 809, 816 (7th Cir.2004) (<HOLDING>). Nonetheless, under Johnson, our review of any Options: A. holding that daubert does not create a new framework for analyzing proffered expert testimony based upon technical or other specialized knowledge B. holding that the decision of the appellate court establishes the law of the case and it must be followed by the trial court on remand C. holding that the district court properly admitted expert testimony under daubert that was based on inter alia the doctors clinical experience and review of the medical records D. holding that the general principles of rule 702 recognized by the daubert decision are applicable to other species of expert testimony E. holding that in reviewing the district courts decision concerning expert testimony we must first determine whether the district court properly followed the framework set forth in daubert

assistant: The best answer is E. holding that in reviewing the district courts decision concerning expert testimony we must first determine whether the district court properly followed the framework set forth in daubert