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: The closing of the sale of the Assets (the “Closing”) will take place promptly upon PhotoMedex’ completion of all closing conditions set forth herein or such earlier date as agreed by the parties on GlobalMed’s waiver of any outstanding closing condition (the “Closing Date”). However, GlobalMed, in its sole discretion, may terminate this Agreement prior to Closing if PhotoMedex fails to meet any of its closing conditions and GlobalMed does not waive any such condition. PhotoMedex has no right to terminate this Agreement other than on GlobalMed’s nonpayment of the Purchase Price under Section 1.1.1 above; provided that PhotoMedex will give GlobalMed written notice of nonpayment and an opportunity to cure. All provisions that should survive the Closing (i.e., indemnification, confidentiality) will so survive in accordance with their respective terms.

assistant: Closings
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: 544 U.S. 336, 346, 125 S.Ct. 1627, 161 L.Ed.2d 577 (2005); Lentell, 396 F.3d at 172). Accord Emer e.g., In re Nortel Networks, 238 F.Supp.2d at 629. 115 . Ganino, 228 F.3d at 167. 116 . See id. 117 . Compl. ¶ 15. 118 . See id. 119 . See, e.g., ¶¶ 80, 86, 99. 120 . Id. ¶¶ 82, 84, 88, 90. 121 . In re Par Pharm., 733 F.Supp. at 675. 122 . Compl. ¶ 58. 123 . See id. ¶ 59. 124 . See id. ¶¶ 44-45, 52-56. 125 . See id. ¶ 105. 126 . See id. ¶ 80. 127 . Id. 128 . See id. ¶ 81. 129 . See id. 130 . See In re Vivendi Universal, 381 F.Supp.2d at 182. 131 . Compl. ¶¶ 65-66. 132 . See id. ¶ 68. 133 . See id. ¶ 71. 134 . See id. 135 . Id. ¶ 101. 136 . Id. ¶ 69. 137 . See id. ¶ 72. 138 . See id. ¶ 70. 139 . See id. ¶¶ 73, 80-81, 101. 140 . See id. ¶¶ 73-74. 141 . See Pu o Instruments, 235 F.R.D. at 232 (<HOLDING>). 160 . In re Scottish Re Group, 524 F.Supp.2d Options: A. holding that scienter requirement was met where gaap violations led to restatement and individual defendants were aware of weak internal controls B. holding that the failure to maintain the facility in a safe condition or to warn of hazards was an operational failure following the planning decision to operate and maintain the public landing C. holding that a failure to maintain sufficient internal controls to avoid fraud is indicative of scienter D. holding that a plaintiff cannot avoid the securities fraud exception by pleading mail fraud or wire fraud if the conduct giving rise to those offenses also amounts to securities fraud E. holding that failure to follow gaap without more is insufficient to establish scienter

assistant: The best answer is C. holding that a failure to maintain sufficient internal controls to avoid fraud is indicative of scienter
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: in cash. Also, the state emphasizes that defendant does not contend that the 10-minute detention for the purpose of permitting the victim to make an identification was unlawful. The state argues that, under the circumstances, the police did not exploit or trade on the fact that they handcuffed defendant and put him in a patrol car to obtain the victim’s identification of him and that, therefore, the trial court correctly denied defendant’s motion to suppress. We agree with the state’s argument. The fact that the identification by the victim occurred after an illegal arrest does not automatically result in its exclusion from evidence if the identification would have occurred anyway as a result of the lawful stop. See generally State v. Rodriguez, 317 Or 27, 38-42, 854 P2d 399 (1993) (<HOLDING>). Here, defendant does not contest the legality Options: A. holding that suppression of secondary evidence depends on whether the police obtained the evidence through an exploitation of the prior illegality B. holding that an exception to the fourth amendment exclusionary rule applies where the police would have obtained the evidence if no illegality had occurred C. holding that suppression of evidence by the prosecution of evidence favorable to the defendant upon request violates the defendants right to due process where the evidence is material D. holding that a confession obtained by exploitation of an illegal arrest is not admissible E. holding that because suppression of illegally obtained evidence is a form of injunctive relief suppression of defendants bank records obtained in violation of rsa chapter 359c is an appropriate remedy

assistant: The best answer is A. holding that suppression of secondary evidence depends on whether the police obtained the evidence through an exploitation of the prior illegality
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 contains the entire agreement of the parties, and supersedes all prior agreements, whether written or oral, with respect to the Executive’s employment and all related matters, except for the agreements set forth on Exhibit C hereto, which shall remain in effect.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of a district court sitting without a jury, appellate courts must constantly have in mind that their function is not to decide factual issues de novo. If the district court’s account of the evidence is plausible in light of the record viewed in its entirety, the court of appeals may not reverse it even though convinced that had it been sitting as the trier of fact, it would have weighed the evidence differently.” (internal quotation marks and citation omitted)); accord Siewe v. Gonzales, 480 F.3d 160, 167-68 (2d Cir.2007). Plaintiffs cannot secure reversal simply by demonstrating that the evidence could support inferences favorable to their claim. Rather, they must show that the evidence permitted no other inferences. See Anderson v. Bessemer City, 470 U.S. at 574, 105 S.Ct. 1504 (<HOLDING>). (1) Plaintiffs’ Failure To Prove that the Options: A. holding that where there are two permissible views of the evidence the factfinders choice between them cannot be clearly erroneous B. holding that pretext is subject to the clearly erroneous standard C. holding that district courts findings were not clearly erroneous where there was sufficient evidence that the defendants waiver of his rights was knowing and intelligent D. holding that a court would abuse its discretion by relying on a clearly erroneous assessment of the evidence E. holding that the bankruptcy court abuses or exceeds its discretion when 1 its decision rests on an error of law such as application of the wrong legal principle or a clearly erroneous factual finding or 2 its decision though not necessarily the product of a legal error or a clearly erroneous factual finding cannot be located within the range of permissible decisions

assistant: The best answer is A. holding that where there are two permissible views of the evidence the factfinders choice between them cannot be clearly erroneous
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: Pursuant to Section 8.1(a) of the Merger Agreement, the Parties hereby agree that the Merger Agreement, including all schedules and exhibits thereto, and any ancillary agreements contemplated thereby or entered pursuant to (collectively, the “ Transaction Documents ”), are hereby terminated effective immediately as of the date hereof (the “ Termination Time ”) and, notwithstanding anything to the contrary in the Transaction Documents, including Section 8.3 of the Merger Agreement (provided that Section 6.8(b) of the Merger Agreement shall remain in full force and effect in accordance with its terms), the Transaction Documents are terminated in their entirety and shall be of no further force or effect whatsoever (the “ Termination ”).

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

user: b. This Agreement shall be valid when signed by duly authorised representatives of the Parties and shall be binding on each Party for 10 (ten) years as from the date of signature of the last signatory, even if at the end of the negotiations a data sharing agreement is not signed between the Parties, or until such time as the Information enters into the public domain.

assistant: Yes
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 of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a) . Except as set forth on Schedule 3.1, the Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: were not being met, she did so in an official capacity, not as a private citizen on a matter of public interest.”); Nadolecki, 2016 WL 4768823, at *7 (“Further, even if [the plaintiffs] communications were not made through official channels, or up the chain of command, courts have dismissed similar claims so long as the teachers were talking about the educational needs of the students they teach.”); Winder v. Erste, 566 F.3d 209, 215 (D.C. Cir. 2009) (“ In orn-eases applying Garcetti we have consistently held that a public employee speaks without First Amendment protection when he reports conduct that interferes with his job responsibilities, even if the report is made outside his chain of command.”); see also Platt v. Inc. Vill. of Southampton, 391 Fed.Appx. 62, 64 (2d Cir. 2010) (<HOLDING>). For these reasons, the Court concludes, as a Options: A. holding police officer is a public official B. holding that a police officer speaking to a public official about his concerns over public safety issues is speaking in his capacity as a police officer and not as a citizen C. holding that issues of prison security public safety and official corruption are matters of public concern D. holding that police officer who vocalized safety concerns about accidental discharges of firearms spoke pursuant to his job duties as a public employee E. holding that the plaintiffs speech was not constitutionally protected because it was made in his official capacity and there was simply no evidence that he was speaking as a citizen on a matter of public concern

assistant: The best answer is B. holding that a police officer speaking to a public official about his concerns over public safety issues is speaking in his capacity as a police officer and not as a citizen
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 Commitment Letter will be of no force and effect unless a counterpart hereof is accepted and agreed to by the Company and, as so accepted and agreed to, received by Wells Fargo by 5 p.m. (Eastern time) on April 29, 2016, together with the Fee Letter as duly authorized, executed and delivered by the Company. The commitment of Wells Fargo under this Commitment Letter, if timely accepted and agreed to by the Company, (a) with respect to the DIP Facility, will terminate on June 17, 2016, or such later date as may be agreed upon in writing by Wells Fargo and the Company (such date, the “DIP Expiration Date”), and (b) with respect to the Exit Facility, will terminate sixty (60) days after the Petition Date, or such later date as may be agreed upon in writing by Wells Fargo and the Company (such date, the “Exit Expiration Date”), if the initial borrowings under the Credit Facility have not occurred on or prior to such date. The Company may terminate the commitments under this Commitment Letter at any time prior to the Expiration Date in whole but not in part so long as Wells Fargo has received from the Company the Alternate Transaction Fee referenced in the Fee Letter in accordance with the terms thereof.

assistant: Terminations
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: the locks on it one time. “Q. Did you have any—so you never collected any rent for approximately a year after you purchased it? “A. Probably about a year at least, if not more. “Q. Since then, you have been renting it out. How much have you been renting it out per month? “A. I have only rented it for probably about six months. The people moved out. A little bit longer than six months. Then it was just a monthly—$300 a month. “Q. Three hundred dollars a month? “A. Yes. “Q. So is that pretty much the standard units— “A. No, it probably would go for more. It was a two-bedroom....” West Wind preserved for our consideration the affirmative defense of failure to mitigate damages by pleading it in its answer. See Prudential Ballard Realty Co. v. Weatherly, 792 So.2d 1045, 1048 (Ala. 2000) (<HOLDING>); and Liberty Nat’l Life Ins. Co. v. University Options: A. recognizing that mitigation of damages is an affirmative defense a party must plead and prove B. holding that a claim of exemption is an affirmative defense which must be specifically pleaded C. holding that fair use is an affirmative defense D. holding that mitigation of damages is an affirmative defense that must be pleaded E. holding affirmative defense of mitigation did not preclude class certification

assistant: The best answer is D. holding that mitigation of damages is an affirmative defense that must be pleaded
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: could mitigate the stated effect of the company’s receipt of the Letter. See Letter from Robert A. Darling to Rhea Lana Rhiner (Aug. 26, 2013), J.A. 23. In Sackett, the Court likewise found a legal consequence where the Government took the position that the order at issue “exposes the Sacketts to double penalties in a future enforcement proceeding,” 132 S.Ct. at 1372, without “deciding] ... that the Government’s position is correct, but assum[ing] the consequences of the order to be what the Government asserts,” id. at 1372 n. 2. We can take the Department at its word to the regulated party that § 578.3(c) renders the Letter legally consequential, leaving the parties to litigate on remand the merits of the regulation’s import. Cf. W. Ill. Home Health Care, Inc., 150 F.3d at 663 (<HOLDING>). Finally, the Department suggests that Options: A. holding that the corroboration of facts in an anonymous informants letter that the defendants car would be in florida that one of the defendants would fly to florida within the next day or so and that the defendant would then drive towards bloomington indiana all contributed to a legitimate belief that the informants additional assertions of criminal activity were true and probable cause had been established B. holding panels decision was not final appealable order because the amount of the penalty must be determined here before the ruling as to penalties is final for purposes of judicial review C. holding that motion to dismiss cannot be treated as summary judgment D. holding that as matter of law cursory letter from buyer to seller did not provide sufficient notice E. holding dol advice letter final where letter warned that companies would be treated either as recidivists or as willful violators if they failed in the future to comply with the legal ruling contained in the letter thus subjecting them to penalties

assistant: The best answer is E. holding dol advice letter final where letter warned that companies would be treated either as recidivists or as willful violators if they failed in the future to comply with the legal ruling contained in the letter thus subjecting them to penalties
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 any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. The parties further agree that any court of competent jurisdiction that makes any such holding is expressly authorized to modify any such unenforceable provision of this Agreement in lieu of severing such unenforceable provision from this Agreement in its entirety, whether by rewriting the offending provision, deleting any or all of the offending provision, adding additional language to this Agreement, or by making such other modifications as it deems warranted to carry out the intent and agreement of the parties as embodied herein to the maximum extent permitted by law. The parties expressly agree that this Agreement as so modified by such court shall be binding upon and enforceable against each of them. In any event, should one or more of the provisions of this Agreement be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions hereof, and if such provision or provisions are not modified as provided above, this Agreement shall be construed as if such invalid, illegal or unenforceable provisions had never been set forth herein.

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: The Borrower will (i) maintain its corporate existence and (ii) comply, and cause each Subsidiary to comply, with all applicable laws, statutes, rules, regulations and orders, such compliance to include, without limitation, compliance with ERISA and applicable Environmental Laws, except for any non-compliance which would not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. The Borrower will maintain in effect policies and procedures reasonably designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Borrower has obtained insurance policies reflecting the insurance coverages as set forth and certified to Lender in the Officer’s Certificate, and such list accurately reflects the insurance coverage maintained with respect to each of the Properties. All premiums on such insurance policies required to be paid as of the Restatement Effective Date have been paid for the current policy period. No Person, including Borrower, has done, by act or omission, anything that would impair the coverage of any such policy.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the victims’ trailer with the intent to steal from them but without any intent to kill them. Thus, Walls description of what he thought the trial strategy would be is exactly the trial strategy presented by his counsel. Moreover, even if Walls’ testimony had been in direct conflict with the testimony of his attorneys, we would still recognize the trial court’s superior vantage point in assessing the credibility of witnesses. See Chandler v. State, 848 So.2d 1031, 1041 n. 11 (Fla.2003) (affirming denial of postcon-viction relief on a similar claim of conceding guilt where court found trial counsel’s testimony to be more credible than that of the defendant, who “waffled” on whether he agreed to the strategy in his testimony); see also Stephens v. State, 748 So.2d 1028, 1034 (Fla.1999) (<HOLDING>). Thus, we affirm the trial court’s denial of Options: A. holding that because the trial court sitting as the trier of fact conducts an evidencebalancing test from the vantage point of being best able to judge credibility of witnesses and the weight to be assigned thereto we will defer to its opinion B. holding that superior court was in best position to make factual determination because it required assessing credibility and each partys testimony C. recognizing that in any criminal trial the credibility of the prosecutions witnesses is central D. holding trial court free to evaluate credibility of witnesses E. recognizing trial courts superior vantage point in assessing credibility of witnesses

assistant: The best answer is E. recognizing trial courts superior vantage point in assessing credibility of witnesses
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 Lenders agree to indemnify the Administrative Agent (to the extent not reimbursed under Section 11.03 , but without limiting the obligations of the Borrowers under Section 11.03 ) ratably in accordance with the aggregate principal amount of the Loans and Letter of Credit Liabilities held by the Lenders (or, if no Loans or Letter of Credit Liabilities are at the time outstanding, 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 Lender) 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 Loan Document, any other documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby (including, without limitation, the costs and expenses that the Borrowers are obligated to pay under Section 11.03 , but excluding, unless a Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents, provided that no Lender 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 as, and to the extent, determined by a court of competent jurisdiction in a final, non-appealable judgment.

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 case excerpt and choose the best holding from the options. Case excerpt: mean that a district court may excise individual portions of the Guidelines along the way as it performs an otherwise by-the-book Guidelines analysis, end up with a sentence with built-in variances, and never even know what sentence a true, rigid Guidelines application would yield. In practice, however, appellate courts expect district courts to first obtain the true Guidelines' sentence range and circumscribe their United States v. Booker-granted authority to post-Guidelines analysis "variances.” Irizarry v. United States, 553 U.S. 708, 710-16, 128 S.Ct. 2198, 171 L.Ed.2d 28 (2008). A district court that attempts to vary from U.S.S.G. § lBl.l’s basic sequence most likely acts procedurally unreasonably. See Gall v. United States, 552 U.S. 38, 51, 128 S.Ct. 586, 169 L.Ed.2d 445 (2007) (<HOLDING>). United States v. Nolf, No. CR 10-1919-002 JB, Options: A. holding that despite the advisory nature of the sentencing guidelines they remain the starting point and the initial benchmark of a district courts sentencing analysis the district court should begin all sentencing proceedings by correctly calculating the applicable guidelines range and keep that range in mind throughout the sentencing process and that failing to calculate or improperly calculating the guidelines range or failing to adequately explain the chosen sentenceemdashincluding an explanation for any deviation from the guidelines range constitutes significant procedural error B. holding that a district courts treatment of the guidelines as mandatory renders a sentence procedurally unreasonable C. holding that although the guidelines should be the starting point and the initial benchmark of calculating a proper sentence the district court should then consider all of the 3553a factors to determine whether they support the sentence requested by a party D. holding that the district court committed procedural error by failing to provide an indication of what facts it relied on to make a significant variance from the advisory guidelines range E. holding that a sentence is procedurally reasonable if the district court committed no significant procedural error such as failing to calculate or improperly calculating the guidelines range treating the guidelines as mandatory failing to consider the 3553a factors selecting a sentence based on clearly erroneous facts or failing to adequately explain the chosen sentence emphasis added

assistant: The best answer is E. holding that a sentence is procedurally reasonable if the district court committed no significant procedural error such as failing to calculate or improperly calculating the guidelines range treating the guidelines as mandatory failing to consider the 3553a factors selecting a sentence based on clearly erroneous facts or failing to adequately explain the chosen sentence emphasis added
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: By signing this Agreement, the Optionee (i) consents to the electronic delivery of this Agreement, all information with respect to the Plan and the Option and any reports of the Company provided generally to the Company’s stockholders; (ii) acknowledges that the Optionee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Optionee by contacting the Company by telephone or in writing; (iii) further acknowledges that the Optionee may revoke the Optionee’s consent to the electronic delivery of documents at any time by notifying the Company of such revoked consent by telephone, postal service or electronic mail; and (iv) further acknowledges that the Optionee understands that the Optionee is not required to consent to electronic delivery of documents.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as provided in Section 2.17 , each payment and prepayment of principal of the Loans, and, except as provided in each of Section 2.2(e) and Article 10 , each payment of interest on the Loans, shall be made to the Lenders pro rata on the basis of their respective unpaid principal amounts outstanding immediately prior to such payment or prepayment.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: an individual has adequately stated a pri-ma facie claim. Cf. Guimond v. Trans Union Credit Info. Co., 45 F.3d 1329, 1334 (9th Cir.1995) (“An inquiry into the reasonableness of procedures ... belies a claim that liability under [15 U.S.C.] § 1681e(b) must be predicated on the effect of that information once disseminated .... The district court was required to consider whether [the defendant] was liable under § 1681e(b) before it determined that [the plaintiff] had suffered no recoverable damages.”). Several courts have previously recognized the possibility that a claim for actual or compensatory damages under FCRA may include compensation for emotional distress in the absence of physical injury or out-of-pocket expenses. See, e.g., Bakker v. McKinnon, 152 F.3d 1007, 1013 (8th Cir.1998) (<HOLDING>); Philbin v. Trans Union Corp., 101 F.3d 957, Options: A. holding in a fcra case that plaintiffs may not rely on mere conclusory statements rather they must sufficiently articulate true demonstrable emotional distress including the factual context in which the emotional distress arose evidence corroborating the testimony of the plaintiff the nexus between the conduct of the defendant and the emotional distress the degree of such mental distress mitigating circumstances if any physical injuries suffered due to the emotional distress medical attention resulting from the emotional duress psychiatric or psychological treatment and the loss of income if any B. holding that under privacy act federal government waived its sovereign immunity with respect to actual damages but not with respect to damages for mental or emotional distress C. holding that the district court did not abuse its discretion in finding that the incomplete and late submission of expert reports was not harmless D. holding that under the first amendment where there is no proof of actual malice damages are limited to actual injury which excludes punitive damages but is not limited to outofpocket loss E. holding that even in the absence of outofpocket expenses or costs incurred the district court did not abuse its discretion in awarding actual and punitive damages when appellees testified about how they felt when appellant obtained their credit reports and violated their privacy thereby causing them some emotional distress

assistant: The best answer is E. holding that even in the absence of outofpocket expenses or costs incurred the district court did not abuse its discretion in awarding actual and punitive damages when appellees testified about how they felt when appellant obtained their credit reports and violated their privacy thereby causing them some emotional distress
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: entitled “Lease Agreement” does not in fact make them lessor and lessee as that relationship might ordinarily be understood with the attendant rights, obligations and duties of entities in a lessor/lessee relationship. On the contrary, as a “finance lease,” the relationship of the parties is more closely akin to — or is exactly — that of lender and borrower in which relationship the obligations of the borrower are to make the payments required by the loan and the obligation of the lender is fully met when the funds required have been provided. [Dr. Rozentsvit] admittedly not having made those payments, we found that she is indebted to [DLL] in the amount set forth in our decision. (Trial Court Opinion, entered June 1, 2007, at 3). We accept this analysis. See also De Lage Landen, supra (<HOLDING>). Based upon the foregoing, the trial court’s Options: A. holding lease agreement that explicitly stated it was finance lease as defined in article 2a of ucc was finance lease even though lessee did not direct lessor to acquire goods or right to possession and use of goods from supplier B. holding that a lienor under a contract with a lessee is entitled to a lien against the lessors interest only where the lease expressly or impliedly requires the lessee to make improvements to the leased property C. holding lessee of copy machine breached finance lease which obligated lessee to make payments to lessor regardless of whether copy machine satisfied lessees use requirements where lessee accepted delivery of copy machine and made two payments under lease prior to willful default D. recognizing that a lessees holding over without giving the prescribed notice of renewal gave rise to a presumption that the lessee was exercising the option to renew but also recognizing that in such a situation the lessor could elect to treat the lessee as a trespasser or to waive the notice requirement and treat the lease as having been extended E. recognizing that a lease providing for renewal at the termination of the lease did not require the lessee to exercise the option before the lease expired nor did it require renewal at the precise hour of termination but gave the lessee a reasonable time after the termination of the lease in which to make his election

assistant: The best answer is C. holding lessee of copy machine breached finance lease which obligated lessee to make payments to lessor regardless of whether copy machine satisfied lessees use requirements where lessee accepted delivery of copy machine and made two payments under lease prior to willful default
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: I succeeded in their defenses that the guarantee had expired or that the guarantee was fraudulently induced. We again agree with Tucker. The concept of privity requires an alignment of interests and not an exact identity of parties. In Nash County Board of Education v. Biltmore Co., 640 F.2d 484, 494 (4th Cir.1981), this Court applied the definition of privity employed by Judge Goodrich in his concurrence in Bruszewski v. United States, 181 F.2d 419, 423 (3d Cir.1950): “Privity states no reason for including or excluding one from the estoppel of a judgment. It is merely a word used to say that the relationship between the one who is a party on the record and another is close enough to include that ot Cont’l Sav. Ass’n v. Collins, 814 S.W.2d 829 (Tex.App. Houston [14th Dist.] 1991) (<HOLDING>). We do not hold, however, that privity exists Options: A. holding that under florida law for the purposes of collateral estoppel an attorney is in privity with his or her client in a previous suit when the opposing party in that action brings a subsequent suit against the attorney based in the same facts B. holding that under texas law the mere representation of a party in a lawsuit does not establish privity between an attorney and his or her client C. holding that when an attorney represents multiple clients and a dispute between the attorney and one client later occurs there is a waiver of the privilege but only by the client asserting the liability D. holding an attorney is an agent of the client and therefore cannot conspire with the client E. holding that an attorney may only undertake to represent a new client against a former client where there is no confidential information received from the former client that is in any way relevant to representation of the current client

assistant: The best answer is B. holding that under texas law the mere representation of a party in a lawsuit does not establish privity between an attorney and his or her client
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: By its signature, each Person executing this Agreement on behalf of a party hereto represents and warrants to the other parties hereto that it is duly authorized to execute this Agreement. The First Lien Collateral Agent represents and warrants that this Agreement is binding upon the Senior Secured Parties. The Designated Second Priority Representative and each Second Priority Representative represent and warrant that this Agreement is binding upon the Second Priority Debt Parties.

assistant: Authorizations
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: indicated that the offense was sexually motivated and that the person who committed the offense did so for sexual gratification. Simmons argues that the trial court erred in admitting Neer’s testimony into evidence because, he says, the evidence was based on scientific analysis and did not meet the Frye standard. Initially, we find it imperative to note that the evidence offered through Neer’s testimony was not “profile” testimony. “Profile” evidence attempts to link the general characteristics of serial murderers to specific characteristics of the defendant. Such evidence is of little probative value and extremely prejudicial to the defendant since he is, in a sense, being accused by a witness who was not present at any of the crimes. See Pennell v. State, 602 A.2d 48, 55 (Del.1991) (<HOLDING>). Neer’s testimony did not accuse Simmons of Options: A. holding that fbi agent was properly allowed to testify as expert on serial murders B. holding that testimony of fbi agent regarding bank tellers out of court identification was properly admitted under 801d1c C. holding that the trial court improperly allowed a hydrologist to testify regarding safe warehousing practices where he lacked the education employment or other practical experiences to testify as an expert D. holding that an expert is not competent to testify as to statutory interpretation E. holding that the district court did not abuse its discretion in allowing plaintiffs expert witness to testify when it also allowed defendants expert witness who disputed the methodology used by plaintiffs expert to testify

assistant: The best answer is A. holding that fbi agent was properly allowed to testify as expert on serial murders
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: Payment and provision of the benefits described in Sections 6(b) and 6(c) of this Agreement (the “Severance Payments”) are subject to Executive’s execution and delivery to NBTB of a Separation Agreement and Release, in substantially the form attached hereto as Exhibit A (the “Release”), which shall be incorporated by reference into this Agreement and become a part hereof, within sixty (60) days of Executive’s termination of employment, which has (and not until it has) become irrevocable, releasing NBTB, NBT Bank, and any of their affiliates, and their directors, officers, and employees, from any and all claims or potential claims arising from or related to Executive’s employment with NBTB, NBT Bank, or any of their affiliates or Executive’s termination of employment. If the Release is executed and delivered and no longer subject to revocation as provided in the preceding sentence, payments or benefits shall commence upon the first scheduled payment date immediately after the date the Release is executed and no longer subject to revocation (the “Release Effective Date”). The first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Release Effective Date under the terms of this Agreement applied as though such payments commenced immediately upon Executive’s Termination Date, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following Executive’s Termination Date.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: It is the intention of the parties that all questions with respect to the construction of this Amendment No. 3 and the rights and liabilities of the parties hereto shall be determined in accordance with 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 case excerpt and choose the best holding from the options. Case excerpt: purpose in enacting TRIA § 201 was to “ ‘deal comprehensively with the problem of enforcement of judgments rendered on behalf of victims of terrorism’ ” (quoting H.R.Rep. No. 107-779, at 27 (2002) (Conf.Rep.), reprinted in 2002 U.S.C.C.A.N. 1430, 1434)). Making the FSIA’s standard more flexible does not help, either. If either the Samantar non-individual, requirement or the majority-ownership requirement is applied, TRIA § 201 would still be toothless. Sovereign countries — the parties the FSIA contemplates- — operate with more transparency, and their agencies or instrumen-talities are likelier to be diplomatic organs or state-owned enterprises with clear ownership structures that makes application of § 1603(b) feasible. See, e.g., Filler v. Hanvit Bank, 378 F.3d 213, 217 (2d Cir.2004) (<HOLDING>); S & S Mach. Co. v. Masinexportimport, 706 Options: A. holding that the actual amount of capital employed in the state by a foreign corporation was to be based on the property of the corporation that was within the state and that was used in business transacted within the state B. holding that the hague convention applied because while minnesota law permitted a foreign corporation to be served with process through the secretary of states office the applicable statute also required the secretary of state to mail a copy of the summons to the foreign corporation before service was effectuated C. holding that a motion to terminate a consent decree was moot because the challenged provisions of the decree had expired D. holding that resident shareholder of s corporation is eligible for tax credit for taxes paid by corporation in another state and noting that this conclusion is consistent with the internal revenue code which provides that shareholders of an s corporation are entitled to a foreign tax credit for their share of foreign income tax paid by an s corporation E. holding that the korean deposit insurance corporation was an organ of a foreign state because it was formed by statute and presidential decree

assistant: The best answer is E. holding that the korean deposit insurance corporation was an organ of a foreign state because it was formed by statute and presidential decree
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: as defined by Section 30-31-2(M), his acts of cultivating or growing mushrooms, even if by artificial means, are not prohibited by Section 30-31-20(A)(1). To interpret Section 30-31-20(A)(1) otherwise, as the State suggests, would require us to read language into the statute that is not there. See Marshall, 2004-NMCA-104, ¶¶ 10, 13, 136 N.M. 240, 96 P.3d 801 (refusing to read a personal use exception into the CSA, reasoning that to do so “would impermissibly read language into a statute that makes sense as written”). {11} Our holding is also supported by an analysis of the federal counterpart to Section 30-31-20(A)(1), 21 U.S.C. § 841(a)(1) (2000) of the Federal Drug Abuse Prevention and Control Act (federal act). See State v. Carr, 95 N.M. 755, 760, 626 P.2d 292, 297 (Ct.App.1981) (<HOLDING>), overruled on other grounds by State v. Options: A. recognizing the presumptions applicability to federal statutes B. holding that when a statute is patterned after a similar provision in another states statute it is proper to resort to judicial constructions placed on the statute by the courts of the state whose statute provided the model in determining the proper construction C. recognizing a reliance on federal jurisprudence for the interpretation of louisianas arbitration statutes D. holding that the federal register notice requirements do not apply to federal criminal statutes E. recognizing that the csa is patterned after the federal act and relying on federal interpretation to the extent that the statutes are similar

assistant: The best answer is E. recognizing that the csa is patterned after the federal act and relying on federal interpretation to the extent that the statutes are similar
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 Exhibits referenced herein and attached hereto, as well as the Separation Agreement and any other agreements and documents referred to herein or therein, constitute the entire agreement between the Parties with respect to the subject matter hereof, and supersede all previous agreements, negotiations, discussions, understandings, writings, commitments and conversations between the Parties with respect to such subject matter. No agreements or understandings exist between the Parties with respect to the subject matter hereof other than those set forth or referred to herein.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: On the Closing Date, effective to the fullest extent possible at 11:59 p.m. Eastern Time, subject to the other terms and conditions of this Agreement, Seller shall sell, transfer, assign and convey to Buyer, and Buyer shall purchase, all right, title and interest in and to all of the Specified Assets free and clear of any Encumbrances.

assistant: Sales