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: Any payments to be made with respect to the transfer of any Lead Compound in accordance with Section 9.1 or 9.2 above shall be immediately due to FG upon shipment, which shall be paid by Astellas to FG no later than [ * ] of the date of invoice , which invoice FG shall deliver to Astellas upon Delivery of Lead Compound to Astellas pursuant to Section 9.2 (a) , (b) or (c) , and shall be made in U.S. dollars. F or transfer of any Lead Compound in accordance with Section 9.1 or 9.2 ( c ) above, FG shall deliver to Astellas, within ten (10) days of receipt of a firm commitment order from Astellas, an invoice for the estimated Fully Burdened Cost s of the Lead Compound to be transferred to Astellas. Within [ * ] after the transfer of the Lead Compound to Astellas, FG shall provide a revised final invoice to Astellas that shall indicate the actual Fully Burdened Costs of the Lead Compound. If the actual Fully Burdened Cost s are less than the estimated Fully Burdened Costs , FG shall include a reimbursement payment to Astellas for the difference between the initial estimate d Fully Burdened Costs and the actual Fully Burdened Costs . If the actual Fully Burdened Costs are greater than the estimated Fully Burdened Costs , Astellas shall pay such difference within [ * ] of receipt of an invoice from FG for such amounts. For payments for the transfer of Lead Compound under Section 9.2(d) hereof, FG’s invoice to Astellas shall be calculated based on the current Listed Price as set by the Japanese Ministry of Health, Labour and Welfare . Upon calculation of the Sales Price, Astellas shall submit, for any amounts actually sold, the Sales Price to FG, and FG shall credit Astellas for the difference between the invoice cost, cost calculated based on the Listed Price and the cost calculated based on the Sales Price.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If Grantee incurs a Termination of Service as the result of Grantee's Disability, Normal Retirement or Early Retirement, then any Restricted Shares that have not Vested prior to such Termination of Service but would have been Vested in the ninety (90) day period after the effective date of such Termination of Service shall become Vested. The remainder shall be forfeited to the Company without payment of any consideration or amount to Grantee or any other Person in connection with such forfeiture. Grantee may continue to hold any Restricted Shares that have Vested prior to termination subject to the terms of this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Eller is “charged with the general and active management of the business of the Corporation.” (Pis.’ Ex. 91.) Eller has the authority to unilaterally change the way workers are paid by Eller and Sons Trees, and he is ultimately responsible for making sure that workers are paid legally. Eller decides who is authorized to bid on contracts for forestry work on behalf of Eller and Sons Trees. Eller makes decisions about downsizing the operations of Eller and Sons Trees, and Eller has the ultimate responsibility for decisions about whether to sell Eller and Sons Trees, although he testified that he would discuss it with other people. In circumstances such as these, other courts have held a corporate officer liable as an employer. See Donovan v. Agnew, 712 F.2d 1509, 1511 (1st Cir.1983) (<HOLDING>); Recinos-Recinos v. Express Forestry, Inc., Options: A. holding president of corporation liable as employer where he inter alia maintained control over the corporations employment and pay practices and had the authority to make all major decisions regarding the corporations business affairs B. recognizing that diversion of substantial corporate assets to the debtors management or to other corporations owned by management constituted mismanagement at best and fraud or dishonesty at worse C. holding a corporate officer individually liable without piercing the corporate veil because he specifically directed sanctioned and actively participate in the maintenance of the nuisance D. holding that the court could exercise jurisdiction over corporate officers who actively and personally involved themselves in conduct violating the lanham act notwithstanding the fact that the defendants acted as agents when they did so E. holding corporate officers and board members liable where they were actively engaged in the management supervision and oversight of the corporations affairs

assistant: The best answer is E. holding corporate officers and board members liable where they were actively engaged in the management supervision and oversight of the corporations affairs
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: A Participant shall make arrangements satisfactory to the Company for the satisfaction of any withholding tax obligations that arise in connection with his or her Award. The Company shall not be required to issue any Shares or make any cash payment under the Plan until any such obligations are satisfied.

assistant: Tax Withholdings
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: to grow grass is highly individualized;” and (iii) “[p]laintiff cannot prove a common injury that can be proven by classwide evidence.” (Defs.’ Opp’n at 13-14). These arguments generally represent a misunderstanding of plaintiffs’ two theories of liability in this case—neither of these theories depend on whether an individual was able to grow grass using EZ Seed. Under plaintiffs’ first theory of liability, nobody was able to grow grass using EZ Seed. Plaintiffs will succeed or fail on this theory based on whether they are able to prove EZ Seed is worthless. Defendants’ argument that “the products worked for some individual class members goes to the proof of the merits” of plaintiffs’ claims. Forcellati v. Hyland’s, Inc., 2014 WL 1410264, at *12. Any argument that ch 6559, at *14 (<HOLDING>). Thus, plaintiffs’ theories of liability Options: A. recognizing federal common law right of rescission under erisa for false representations to an insurer B. holding common issues predominate under california law where plaintiffs allege they paid a price premium based on false advertising C. holding that the issues implicated by 523a6 were actually litigated in a california state intentional tort suit and therefore according the judgment collateral estoppel effect under california law 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 the ninth circuit is bound by the california supreme courts interpretation of california law

assistant: The best answer is B. holding common issues predominate under california law where plaintiffs allege they paid a price premium based on false advertising
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: to the Commission’s reasonable interpretation of ambiguous provisions of the Mine Act. See Boich v. Fed. Mine Safety & Health Review Comm’n, 719 F.2d 194, 196 (6th Cir.1983) ; see also Olson, 381 F.3d at 1011. b. Discussion Courts analyze Section 105(c) claims such as Petitioner’s under the Pasular-Robinette framework. Collins v. Fed. Mine Safety & Health Review Comm’n, 42 F.3d 1388, 1994 WL 683938 (6th Cir.1994) (unpublished per curiam table decision) (citing Sec’y of Labor ex rel. Pasula v. Consolidation Coal Co., 2 F.M.S.H.R.C. 2786, rev’d on other grounds, 663 F.2d 1211 (3d Cir.1981); Sec’y of Labor ex rel. Robinette v. United Castle Coal Co., 3 F.M.S.H.R.C. 803 (1981)); see also E. Assoc. Coal Corp. v. Fed. Mine Safety & Health Review Comm’n, 813 F.2d 639, 642 (4th Cir.1987) (<HOLDING>). Under Pasular-Robinette, a miner establishes Options: A. holding that the transformative use test is the proper analytical framework to apply to cases such as the one at bar B. recognizing pasularrobinette as the proper framework for section 105c claims C. holding that the mcdonnell douglas framework is appropriate for analyzing singlemotive claims but not mixedmotives claims D. holding that the mcdonnell douglas burdenshifting framework applies to retaliation claims in the same manner as to discrimination claims E. holding that adea and phra claims proceed under the mcdonnell douglas framework

assistant: The best answer is B. recognizing pasularrobinette as the proper framework for section 105c claims
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: (quoting Restatement (Second) of Agency § 387 (1958)). Or as more recently formulated, an agent’s duty is “to act loyally for the principal’s benefit in all matters connected with the agency relationship.” Restatement (ThiRd) of Agency § 8.01 (2006). Thus, absent the principal’s consent, an agent must refrain from using his position or the principal’s property to gain a benefit for himself at the principal’s expense. See Tex. Bank & Trust Co. v. Moore, 595 S.W.2d 502, 508-09 (Tex.1980); Mi t the presumption by establishing the fairness of the transaction with his principal. Tex. Bank & Trust, 595 S.W.2d at 509; Lesikar v. Rappeport, 33 S.W.3d 282, 298 (Tex.App.-Texarkana 2000, pet. denied); see also Lee v. Hasson, 286 S.W.3d 1, 21 (Tex.App.-Houston [14th Dist.] 2007, pet. denied) (<HOLDING>). The Agreement as Self-Dealing Richard first Options: A. holding that the duty of good faith and fair dealing is a contractual duty B. holding that even where deference is broad the cia must do more than show simply that it has acted in good faith C. holding that benefiting fiduciary must show he acted in good faith and that transactions were fair and equitable D. holding that the transaction must be fair and equitable and in good faith E. holding that a sale must be both fair and reasonable in price and made in good faith

assistant: The best answer is C. holding that benefiting fiduciary must show he acted in good faith and that transactions were fair and equitable
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: As of the date hereof, the authorized common stock of the Company consists of 50,000,000 authorized shares of Common Stock, $0.001 par value per share, of which 17,692,760 shares are issued and outstanding; and no shares are reserved for issuance pursuant to securities (other than the Note) exercisable for, or convertible into or exchangeable for shares of Common Stock and 3,059,306 shares are reserved for issuance upon conversion of the Note. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non- assessable. .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: as required by the terms of the Distribution Agreement. IV. CONCLUSION The plain language of the Distribution Agreement compels a conclusion that the right of first refusal does not apply in a dissolution action where the court-appointed receiver is procuring the sale of the corporate assets. The receiver, not the survivor or the personal representative, is the procuring party, and the receiver’s actions are taken under the supervision, and with the approval, of the trial court. Had the parties to the Distribution Agreement intended for the right of first refusal to apply in the context of a corporate dissolution, or where a third party was procuring a buyer, the Distribution Agreement could have so provided. See, e.g., Roof Depot, Inc. v. Ohman, 638 N.W.2d 782 (Minn.Ct. App.2002) (<HOLDING>); Guice v. Sentinel Tech., Inc., 294 Ill. Options: A. holding transfer restriction granted right of first refusal in event of voluntary or involuntary transfer of stock B. holding such intoxication to be voluntary C. holding a waiver of a substantial constitutional right must be a voluntary knowing and intelligent act D. holding that title vii is subject to the transfer provisions of section 1404a E. holding that a plaintiff generally may not appeal a voluntary dismissal without prejudice because it is not an involuntary adverse judgment against him

assistant: The best answer is A. holding transfer restriction granted right of first refusal in event of voluntary or involuntary transfer of stock
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: in this regard , you acknowledge that you may not rely on any content created by yahoo or submitted to yahoo , including without limitation information in yahoo message boards and in all other parts of the yahoo 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 case excerpt and choose the best holding from the options. Case excerpt: Citing our decision in Crews, 640 A.2d at 406, the Commonwealth echoes ADA Fisk’s contention that unsuccessful leads and unsubstantiated gossip are not evidence favorable to the accused that invokes the protections of Brady. Initially, we determine that the entry has clear exculpatory value given that it implicates another individual in the criminal role assigned to Appellant. Nevertheless, the failure to disclose is not prejudicial. As indicated, Detective Fasano refused to reveal the identity of his informant, which could have allowed determination of the source of the information, evidence that then could have been presented at trial. Absent an identity, the statement is an unsubstantiated rumor, which under Crews is not subject to Brady protections. See Crews, 640 A.2d at 406 (<HOLDING>). C. Wing Tsang’s statement The next challenged Options: A. holding that trial court erred by failing to compel prosecution to turn over witnesses prior statements relating to their trial testimony B. holding that evidence is not required to support an an assertion relating to discovery when evidence is unnecessary to decide the matter C. holding that a statute is not ex post facto when it created an alteration in rules of evidence which served only to prevent use of certain evidence relating to the alleged victims credibility and had no bearing upon evidence relating to the crime itself D. 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 E. holding based on parcrimp 305b1a that prosecution is not obligated to reveal evidence relating to fruitless leads followed by investigators

assistant: The best answer is E. holding based on parcrimp 305b1a that prosecution is not obligated to reveal evidence relating to fruitless leads followed by investigators
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 other Loan Documents , and any separate letter agreements with respect to fees payable to the Agents, represent the entire agreement of the Borrower, the Agents, the Arrangers, the Issuing Lender and the Lenders with respect to the subject matter hereof and thereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof and thereof. Nothing in this Agreement or in the other Loan Documents, expressed or implied, is intended to confer upon any Person (other than the parties hereto and thereto, their respective successors and assigns permitted hereunder (including any Affiliate of the Issuing Lender that issues any Letter of Credit) and, to the extent expressly contemplated hereby or thereby, the Related Parties of each of the Administrative Agent, the Collateral Agent, the Issuing Lender and the Lenders) any rights, remedies, obligations or liabilities under or by reason of this Agreement or the other Loan Documents.

assistant: Integration
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: Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser first received knowledge of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other than to other Persons party to this Agreement or to such Purchaser’s representatives, including, without limitation, its officers, directors, partners, legal and other advisors, employees, agents and Affiliates, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect Short Sales or similar transactions in the future.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: decision); id. at 451-52 (rejecting the argument that removal violated the Equal Protection Clause because of a difference in the timing and location of proceedings); id. at 452 (finding an argument based on international law waived). Rather, he contends that “summary decision on this case would result in overlooking legal arguments” that were not presented in Salazar-Regino. The relief Petitioner seeks would require us to act contrary to prior precedent. However, one panel of this court cannot overrule a prior panel decision. See id. at 448 (court obliged to follow the panel decision in Hernandez-Avalos); Dahl v. Akin, 630 F.2d 277, 282 n. 4 (5th Cir.1980) (“[I]n this Circuit, one panel cannot overrule another”); Williams v. Blazer Fin. Servs., Inc., 598 F.2d 1371, 1374 (5th Cir.1979) (<HOLDING>). Because we are obliged to follow Options: A. holding ajbsent en banc reconsideration we are bound by prior decisions of this circuit B. recognizing that a later en banc court may overrule an earlier en banc opinion C. holding that we are bound by prior panel opinions until they are overruled or abrogated by the supreme court or this court sitting en banc D. holding that one panel of this court is bound by the precedent of an earlier panel absent en banc reconsideration or a superseding contrary decision of the supreme court E. holding that circuit court decisions bind circuit unless and until overturned by the court en banc or by higher authority

assistant: The best answer is A. holding ajbsent en banc reconsideration we are bound by prior decisions of this circuit
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 agreements in this Section shall survive the resignation of the Administrative Agent and the L/C Issuer, the replacement of any Lender, the termination of the Aggregate Revolving Commitments and the repayment, satisfaction or discharge of all the other Obligations.

assistant: Survival
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 shown on Schedule 9.1.17 , there are no proceedings or investigations pending or, to any Obligor’s knowledge, threatened in writing against any Obligor or Subsidiary, or any of their businesses, operations, Properties or conditions, that (a) relate to any Loan Documents or transactions contemplated thereby; (b) as of the Fourth Amendment Closing Date, could reasonably be expected to result in damages or penalties in excess of $10,000,000 (net of insurance proceeds which the Borrowers reasonably believe will cover such claim or claims) or (c) could reasonably be expected to have a Material Adverse Effect. No Obligor or Subsidiary is in default with respect to any order, injunction or judgment of any Governmental Authority.

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: Neither Holdings nor the Parent Borrower will, nor will they permit any Subsidiary to, sell, lease, license or otherwise transfer any assets to, or purchase, lease, license or otherwise acquire any assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions that are at prices and on terms and conditions not less favorable in any material respect to the applicable Loan Party than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Loan Parties not involving any other Affiliate, (c) transactions between or among Subsidiaries that are not Loan Parties not involving any other Affiliates, (d) any Restricted Payment permitted by Section 6.07, (e) investment transactions with captive insurance companies and retirement plans in the ordinary course of business, (f) compensation and indemnification of, and other employment arrangements with, directors, officers and employees of Holdings or such Subsidiary entered in the ordinary course of business, (g) any loans, advances, Guarantees and other investments permitted by Section 6.04, (h) any Indebtedness permitted under Section 6.01 and (i) any disposition permitted by Section 6.05.

assistant: Transactions With Affiliates
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: 27, 1994); Waiver Letter, “Special Terms and Conditions” at 14; Compl. ¶ 28. CMS permits Maine to suspend or modify payments under the HMP if manufacturers do not pay rebates in a timely manner to the State. See id. Thus, the court concurs with the plaintiffs view that it has standing to assert the legal rights of its members in this controversy. Indeed, “[i]t has long been settled that even in the absence of injury to itself, an association may have standing solely as the representative of its members.” United Auto., Aerospace and Agric. Implement Workers of Am. v. Brock, 477 U.S. 274, 280, 106 S.Ct. 2523, 91 L.Ed.2d 228 (1986) (citations omitted); see also United States v. Students Challenging Regulatory Agency Procedures, 412 U.S. 669, 688-89, 93 S.Ct. 2405, 37 L.Ed.2d 254 (1973) (<HOLDING>). Along this same line of reasoning, the Options: A. recognizing associational standing when members would have standing in own right B. recognizing standing for an environmental group based on the adverse effect of an international commerce commission decision on its members C. holding that an environmental group established constitutional standing where its members lived near a landfill into which an epa regulation allegedly would permit certain hazardous wastes to be deposited D. holding an organization had standing because some of its individual members did E. recognizing the commission as an institutional agency not a mere composition of its individual members

assistant: The best answer is B. recognizing standing for an environmental group based on the adverse effect of an international commerce commission decision on its members
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 ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The minimum funding standards of ERISA and the Code with respect to each Plan have been satisfied, except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

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

user: The parties shall use the Confidential Information only for the limited purpose of the parties discussing the possibility of offering the services jointly to the carriers/operators in the American region and for no other purpose whatsoever. 3. Each party agrees and undertakes that it shall not, without first obtaining the written consent of the other, disclose or make available to any person, reproduce or transmit in arty manner, or use (directly or indirectly) for its own benefit or the benefit of others, any Confidential Information save and except both parties may disclose any Confidential Information to their Affiliates, directors, officers, employees or advisors of their own or of Affiliates on a “need to know” basis to enable them to evaluate such Confidential Information in connection with the negotiation of the possible business relationship; provided that such persons have been informed of, and agree to be bound by obligations which are at least as strict as the recipient’s obligations hereunder. Accordingly neither party shall use the Confidential Information in a manner that will jeopardise or adversely affect in any manner such future strategies, plans, business activities, methods, processes, information, and/or competitive and strategic advantage of the disclosing party.

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 case excerpt and choose the best holding from the options. Case excerpt: be more clear, expressly exempting from the general authorization of that section any use of sampling for purposes of congressional apportionment. Defendants’ argument that its authority to sample is precisely the same with the “except for” language as it would be if the statute did not contain that language renders the “except for” language devoid of meaning. The Supreme Court has been clear that if possible, a statute must be construed “in such fashion that every word has some operative effect.” See United States v. Nordic Village, Inc., 503 U.S. 30, 36, 112 S.Ct. 1011, 117 L.Ed.2d 181 (1992)(rejecting statutory interpretation that “violated the settled rule that a statute’s every word has operative effect”); Bennett v. Spear, 520 U.S. 154, 117 S.Ct. 1154, 1166, 137 L.Ed.2d 281 (1997)(<HOLDING>); Gade v. National Solid Wastes Management Options: A. holding principle of statutory construction is to give effect to every clause and word of a statute B. holding that the dominant rule to be observed in construction of statute is to give effect to intention of legislature C. holding courts must give effect to every provision and word in a statute and avoid any interpretation that may render statutory terms meaningless or superfluous D. holding that effect must be given if possible to every clause and word of a statute E. holding that courts must give effect to every word when interpreting a statute

assistant: The best answer is A. holding principle of statutory construction is to give effect to every clause and word of a statute
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: and determine, as a matter of law, whether the district court erred in suppressing * * * the evidence.” State v. Harris, 590 N.W.2d 90, 98 (Minn.1999) (citation omitted). 1. Standing The state asserts that, as “merely a party guest,” Couillard does not have standing to contest the search of the residence, and the district court agreed. The district court determined, however, that Couillard has standing to contest the search of his backpack located in the residence. We agree that Couillard has standing to challenge the search of his backpack, but hold that the district court erred by allowing Couillard’s challenge to the search of his backpack to be based on a challenge to the validity of the warrant to search the residence. See United States v. Lisk, 522 F.2d 228, 231 (7th Cir.1975) (<HOLDING>). The issue, therefore, is whether Couillard’s Options: A. holding that a third party has authority to consent to a search if the third party is a coinhabitant B. holding a nonowner passenger claiming no interest in crack seized from the car had no standing to challenge the search C. holding that owner of a chattel seized during an illegal search of a car owned by a third party has standing to object to the seizure but no standing to object to the search D. holding that the driver of a car who had permission to use the car had standing to challenge its search E. holding that a defendant has no constitutional right to challenge the search or seizure of property belonging to a third party even if the search was without probable cause

assistant: The best answer is C. holding that owner of a chattel seized during an illegal search of a car owned by a third party has standing to object to the seizure but no standing to object to the search
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 goods and services, the monopolistic tendency of which had become a matter of public concern. The end sought (by these laws) was the prevention of the restraints to the competition in business and commercial transactions which tended to restrict production, raise prices or otherwise control the market to the detriment of purchasers or consumers of goods and services, all of which had come to be regarded as a special form of public injury. Apex Hosiery Co. v. Leader, 310 U.S. 469, 492-93, 60 S.Ct. 982, 992, 84 L.Ed. 1311 (1940). The Court also has noted that “in Apex [it] recognized that the Act is aimed primarily at combinations having commercial objectives and is appli ional Collegiate Athletic Ass’n, 1975-1 Trade Cas. (CCH) ¶ 60,117, available in 1974 WL 998, *2, *3 (D.N.J.1974) (<HOLDING>), aff'd, 506 F.2d 1050 (3d Cir.1974) (table). Options: A. holding that as a general rule the prosecution is entitled to prove its case by evidence of its own choice B. holding that the failure of the parties to follow the adoption provisions in any material respect deprives the court of the power to decree an adoption C. recognizing union members vital concern in preserving jobs for union members D. holding that the ncaas adoption of a rule furthering its noncommercial objectives such as preserving the educational standards of its members is not within the purview of antitrust law E. holding that the breach occurs when the union acts against the interest of its members

assistant: The best answer is D. holding that the ncaas adoption of a rule furthering its noncommercial objectives such as preserving the educational standards of its members is not within the purview of antitrust law
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: not constitute ineffective assistance. With regard to Valerie Goins, trial counsel testified that he decided not to call her as a witness because she would have testified that Howard returned home that night around 12:30 a.m., which was inconsistent with the statement Howard provided to law enforcement about being with Patricia and her cousin all night. As previously noted, the determination as to which defense witnesses will be called is “purely a matter of trial strategy and tactics, and trial strategy and tactics do not equate with ineffective assistance of counsel.” And given trial counsel’s reasonable explanation for his strategy here, his decision to not call Goins as a witness certainly did not render his assistance ineffective. (b) , 290 Ga. 574, 575 (2) (722 SE2d 763) (2012) (<HOLDING>). 38 Mitchell v. State, 290 Ga. 490, 492 (4) Options: A. holding that failure to object to admissible evidence was not ineffective assistance of counsel B. holding that defendants conclusory allegation that trial counsel failed to object to leading questions without specifying such instances did not support a claim of ineffective assistance of counsel C. holding that where trial counsel was not ineffective appellate counsel was not ineffective for failing to raise claim of ineffectiveness of trial counsel D. recognizing a constitutional claim for ineffective assistance of counsel E. holding that defendant failed to show that his trial counsel rendered ineffective assistance by not objecting to the states leading questions when there was no evidence that such failure was not based on trial strategy

assistant: The best answer is B. holding that defendants conclusory allegation that trial counsel failed to object to leading questions without specifying such instances did not support a claim of ineffective assistance of counsel
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to and in accordance with the terms and provisions of this Agreement, Seller agrees to sell and Purchaser agrees to purchase the Land and Improvements, together with all of Seller’s right, title and interest in the following: (a) the equipment, fixtures and personal property located at, or used in connection with the ownership, operation and maintenance of the Land or the Improvements (exclusive of any of the foregoing owned by tenants under any Leases, as hereinafter defined), specifically including, but not limited to, the enumerated equipment, fixtures and personal property listed in Exhibit B attached hereto (collectively, the “ Personal Property ”); (b) the Leases (as defined below), if any, and any security and other deposits with respect thereto, together with such other leases of the Improvements, if any, as may be made prior to Closing (as hereinafter defined) in accordance with the terms of this Agreement; (c) the Surviving Service Contracts (as defined below), if any; and (d) the intangible rights in connection with the Land and the Improvements, if any, including, without limitation, any rights under any licenses, permits, warranties, plans and approvals relating to the Property (as defined below, but only to the extent any such licenses, permits, plans and approvals are assignable), contract rights, utility agreements or other rights related to the ownership of or use and operation of the Property, and to the extent assignable, any goodwill, telephone numbers, and other intellectual and intangible property used by Seller in connection with the ownership, operation and maintenance of the Property (all as more particularly described in the form of Assignment and Assumption Agreement attached hereto as Exhibit G and collectively referred to herein as the “ Intangibles ”). The Land, the Improvements, the Personal Property, the Leases, the Surviving Service Contracts, and the Intangibles and other property described above are collectively referred to herein as the “ Property ”.

assistant: Sales
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: incorporated and of the State where it has its principal place of business,” 28 U.S.C. § 1332(c)(1); and the presence of foreign parties on both sides of the litigation destroys diversity jurisdiction because the plaintiff must be of diverse citizenship to all defendants. See, e.g., Franceskin v. Credit Suisse, 214 F.3d 253, 258 (2d Cir.2000). We also agree with the district court’s determination that there was no federal question jurisdiction even though AICO’s statement of claim raises Federal securities law questions. It is well settled that subject matter jurisdiction over a motion to compel arbitration may not be based on the content of the underlying claim. See Westmoreland Capital Corp. v. Findlay, 100 F.3d 263 (2d Cir.1996), amended opinion 1996 U.S.App. LEXIS 35571, at *15-16 (<HOLDING>) AICO also argues that the district court had Options: A. holding that the court has no independent authority to compel arbitration of a class claim B. holding that the state law of preclusion must be followed even when federal jurisdiction over the subject matter of a claim is exclusive C. holding that rookerfeldman precludes jurisdiction over a federal lawsuit to compel arbitration under the federal arbitration act because the action was inextricably intertwined with the plaintiffs failed statelaw action to compel arbitration under the louisiana arbitration act D. holding that just because a claim implicates a federal issue or involves construction of federal law does not necessarily give rise to a federal question and confer removal jurisdiction on a federal court E. holding that the text of faa 4 should not be interpreted to mean that a federal court has subject matter jurisdiction over an action to compel or stay arbitration merely because the underlying claim raises a federal question

assistant: The best answer is E. holding that the text of faa 4 should not be interpreted to mean that a federal court has subject matter jurisdiction over an action to compel or stay arbitration merely because the underlying claim raises a federal question
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: for criminal contempt under Rule 42(a), but we disagree that the disputed twenty day increase is a criminal contempt sanction. Appellant points to two facts in support of her argument that the additional twenty days’ imprisonment is a criminal contempt sanction: (1) the district court said that the appellant was becoming “defiant” before announcing the sixty-day sentence and (2) the district court had already announced a sentence of forty days’ imprisonment. We have held that it is necessary to look to the “purpose and character of the sanctions imposed” and not to the name used by the district court when evaluating whether a particular sanction is for criminal contempt. In re Kave, 760 F.2d 343, 351 (1st Cir.1985); see also United States v. Winter, 70 F.3d 655, 660 (1st Cir.1995) (<HOLDING>). While these cases deal with the distinction Options: A. holding that the characterization of a contempt sanction is a question of law and is not binding on this court B. holding that a civil contempt defendant has a right to a jury trial when the act of contempt was not committed in the presence of the court and when the incarceration is in part punitive C. holding that stipulations involving questions of law are not binding on the court D. holding that arbitration award is binding on the parties E. holding that claim construction is an issue of law for the court not a question of fact for the jury

assistant: The best answer is A. holding that the characterization of a contempt sanction is a question of law and is not binding on this court
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 the property. See C.R.E. 602; C.R.E. 701. However, there is no evidence in the record which establishes that Pomeranz ever paid a bill relating to the maintenance of the property or that he was personally responsible for any aspect of the maintenance because McDonald’s had been responsible for the payments for the past fifteen years. Because no adequate evidentiary foundation was laid for Pomeranz’s estimation of maintenance expenses on the property, it is impossible, absent pure speculation, to ascertain from the record how Pomeranz obtained the $4,800 estimation. The trial court's factual findings relating to future maintenance expenses are not sustained by either competent or adequate evidence and are therefore clearly erroneous. See Anderson, 170 Colo. at 13, 458 P.2d at 758 (<HOLDING>). The evidence presented by the petitioners on Options: A. holding because defendant does not argue in his brief that these findings of fact are not supported by evidence in the record this court is bound by the trial courts findings of fact B. holding that a reviewing court will only presume that the trial court made implicit factual findings when such findings were necessary to its ultimate conclusion C. holding that findings of fact are conclusive if supported by clear and convincing competent evidence even where the evidence might support contrary findings D. 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 E. holding that where the original drug quantity determination is not specific enough for the district court to determine whether it has the authority to reduce a defendants sentence under 3582c2 that court may make new findings of fact that are supported by the record and are not inconsistent with the findings made in the original sentencing proceedings

assistant: The best answer is D. 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
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 (including the Exhibits hereto) constitutes the full and entire understanding and agreement between the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled.

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: No waiver of any term or provision of this Lease Agreement shall be effective unless in writing, signed by the Party against whom enforcement of the same is sought. No failure by any Party to exercise, and no delay by any Party in exercising, any right or remedy under this Lease Agreement shall constitute a waiver of such right, remedy or any other right or remedy under this Lease Agreement. Any waiver by any Party of any right or remedy under this Lease Agreement shall be limited to the specific instance and shall not constitute a waiver of such right or remedy in the future or of any other right or remedy hereunder.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any Lender (the “ Existing Lender ”) may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “ Participant ” or a “ New Lender ”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of the Term Loan owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 9.03(c) without regard to the existence of any participation.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: A modification election submitted in accordance with this Article VII is irrevocable upon receipt by the Plan Administrator and becomes effective 12 months after such date. Prior to the effective date, payment will be made in accordance with the Payment Schedule in effect prior to such modification.

assistant: Effective Dates