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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: States, 286 U.S. 427, 433, 52 S.Ct. 607, 76 L.Ed. 1204 (1932) (noting the presumption that “identical words used in different parts of the same act are intended to have the same meaning”). We have not previously decided whether, under this prior version of section 1332(c), a corporation incorporated in the United States also takes the citizenship of its foreign principal place of business. But three out of four of our sister Circuits and two district courts in this Circuit that have confronted this issue have concluded that a domestic corporation with a principal place of business abroad should be treated, for diversity purposes, as a citizen of only the State in which it is incorporated. See MAS Capital, Inc. v. Biodelivery Sciences Int’l, Inc., 524 F.3d 831, 832-33 (7th Cir.2008) (<HOLDING>); Torres v. S. Peru Copper Corp., 113 F.3d 540, Options: A. holding that the location of a corporations principal place of business for diversity purposes is the state where the corporation has its headquarters or nerve center B. holding 1332c does not apply to a domestically incorporated corporation with its principal place of business abroad C. holding that if a domestic corporations principal place of business is abroad the foreign principal place of business cannot be considered for diversity jurisdiction purposes D. holding that a corporation is fairly regarded at home and so amenable to personal jurisdiction for suits relating to all of its activities including those outside the forum in its principal place of business and place of incorporation E. holding that for a domestic corporation the foreign principal place of business does not count

assistant: The best answer is E. holding that for a domestic corporation the foreign principal place of business does not count
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any law or public policy, all other terms or provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

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: This Agreement shall be governed by the laws of the State of Delaware without regard to principles of conflicts of laws . Except as otherwise provided in this Agreement, any action or proceeding arising out of or relating to this Agreement shall be brought in the U.S. federal courts within the State of Delaware, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such action or proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of such action or proceeding shall be heard and determined only in any such court, and agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court . Process in any action or proceeding referred to in the first sentence of this Section 11.6 may be served on any party anywhere in the world, including by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 11.10 .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Unless required or protected by law, or pursuant to a lawfully issued subpoena, Employee may not and will not disclose to nor discuss with any person other than Employee’s spouse, accountant, or attorney(s), any person any information regarding the circumstances leading up to and surrounding this Agreement or the negotiation, existence, and terms of this Agreement. Employee shall advise Employee’s spouse, accountant, or attorney(s) of Employee’s obligations under this Section at the time any disclosure is made. Disclosure of the negotiation, existence, or terms of this Agreement by Employee’s spouse, accountant or attorney(s) shall be deemed to be disclosure by Employee for purposes of this Section.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Borrower agrees to pay or reimburse Agent, upon demand, for all its costs and expenses in connection with the enforcement or preservation of any rights under this Agreement, including, without limitation, fees and disbursements of counsel to Agent or Senior Lenders. Borrower agrees to pay, indemnify, and hold Agent and its principals harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions (whether sounding in contract, tort or on any other ground), judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of, or in any other way arising out of or relating to this Agreement or any action taken or omitted to be taken by any Senior Lender with respect to any of the foregoing.

assistant: Expenses
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 (UNLESS EXPRESSLY PROVIDED TO THE CONTRARY IN ANOTHER LOAN DOCUMENT IN RESPECT OF SUCH OTHER LOAN DOCUMENT) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement, together with any other agreement executed in connection herewith (including the Credit Agreement and the other Loan Documents), is intended by the parties as a final expression of their agreement as to the matters covered hereby and is intended as a complete and exclusive statement of the terms and conditions thereof. Accordingly, this Agreement may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten or oral agreements between the parties.

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: CLIENT acknowledges and agrees that it is solely responsible for monitoring legal developments applicable to the operation of its business and interpreting applicable state and federal laws, determining the requirements for compliance with all applicable state and federal laws, and maintaining an ongoing compliance program. Consequently, CLIENT agrees that FiCentive has no responsibility to monitor or interpret laws applicable to CLIENT's business.

assistant: Applicable 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: THIS LETTER SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS OF SUCH STATE WHICH WOULD OTHERWISE CAUSE THIS LETTER TO BE CONSTRUED OR ENFORCED OTHER THAN IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The business and affairs of the Company shall be managed by the Manager. Any matter herein which requires the vote, consent or approval of the Manager shall require the vote, consent or approval of a majority of the Manager. The Manager shall have the power and authority to do any and all acts necessary, advisable, or convenient to, or in furtherance of the purposes described herein, including all powers and authorities, statutory or otherwise, possessed by manager of limited liability companies under the Act.

assistant: Powers
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: ¶9, 134 N.M. 630, 81 P.3d 573 (observing that “[sjtates may not subject an arbitration agreement to requirements that are more stringent than those governing the formation of other contracts”). {43} Fiser again attempts to rely on cases applying California law, but we decline to consider them in light of the Texas and New Mexico cases to the contrary. F. Failure to Allow Class Arbitration {44} Fiser contends that the arbitration agreement is unconscionable because it unfairly restricts class actions due to the procedural rules of the National Arbitration Foundation (NAF), which do not allow claims to proceed as class actions. {45} We recognize that there is a split of authority on this issue. Compare Snowden v. Checkpoint Check Cashing, 290 F.3d 631, 638-39 (4th Cir.2002) (<HOLDING>); Randolph v. Green Tree Fin. Corp.-Ala., 244 Options: A. holding that based upon the facts presented the arbitration provisions restricting or banning class actions are substantively unconscionable B. holding that a later concession to strike an unconscionable term does not change the fact that the arbitration agreement as written is unconscionable and contrary to public policy C. holding arbitration clause in credit card agreement unconscionable D. holding that an arbitration clause was not unconscionable because it did not unreasonably favor the defendants E. holding that arbitration provisions that preclude class actions are not unconscionable

assistant: The best answer is E. holding that arbitration provisions that preclude class actions are not unconscionable
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: that the Board abused its discretion when it sustained the penalty imposed by the agency because the deciding official, Mr. Anderson, failed to consider all the relevant Douglas factors. See Douglas v. Veterans Admin., 5 MSPB 313, 5 M.S.P.R. 280, 305-06 (1981). One Douglas factor that the agency did not consider is the consistency of the penalty with those imposed on other employees for the same or similar offense. Mr. Powe, however, did not present any evidence of penalties imposed on other employees for similar misconduct. Without such evidence, the absence of which is unsurprising given the uniqueness of Mr. Powe’s offense, neither the agency nor the Board was required to consider this factor. See Nagel v. Dep’t of Health & Human Servs., 707 F.2d 1384, 1386-87 (Fed.Cir.1983) (<HOLDING>). Mr. Powe also argues that the agency failed Options: A. recognizing that district court is presumed absent contrary indication to have considered relevant factors when ruling on 3582c2 motion B. holding that only relevant factors must be considered C. recognizing that a 11 evidence must be relevant to be admissible D. holding that there must be sufficient evidence in the record to affirmatively demonstrate the courts consideration of the relevant section 3553a factors E. holding counsel must only provide relevant facts of the crime

assistant: The best answer is B. holding that only relevant factors must be considered
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except for the Indemnification Agreement, dated July 8, 2015, by and between the Company and Executive, this Agreement and the Non-Competition Agreement contain the complete agreement and understanding between the Parties hereto with respect to the matters covered hereby and supersede and replace any express or implied, written or oral, prior agreement, plan or arrangement with respect to the terms of Executive’s employment and the termination thereof which Executive may have had with the Company or its Affiliates. The Parties agree that no promises or agreements shall be binding or shall modify this understanding unless in writing and signed by both Parties.

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: To the fullest extent permitted by Law, the Company shall indemnify each Covered Person from and against any and all Covered Losses arising from any and all claims, demands, causes of action, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which such Covered Person may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as such, regardless of whether any of the foregoing arise from the sole, partial or concurrent negligence of such Covered Person; provided, however , that the Company shall not indemnify a Covered Person for Covered Losses arising directly from fraud, intentional or willful misconduct, gross negligence or a knowing violation of the Law or a breach of the terms of any Transaction Agreement that is materially related to the claim giving rise to the Covered Losses, for which the Covered Person is seeking indemnification. The termination of any action, suit or proceeding by judgment, order, settlement or upon a plea of nolo contendere, or its equivalent shall not, of itself, create a presumption that the Covered Person failed to meet the standards for indemnification set forth in the immediately preceding sentence. Any indemnification hereunder shall be satisfied solely out of the assets of the Company (subject to Section 5.6(b) ). In no event may a Covered Person subject the Members to personal liability by reason of these indemnification provisions. The indemnification provided by this Section 8.2 shall be in addition to, but not duplicative of, any other rights to which a Covered Person or any other Person may be entitled under any agreement to which the Company is a party, pursuant to any vote of the Members, as a matter of Law or otherwise, and shall continue as to a Covered Person who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Covered Person.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES TO THIS AGREEMENT HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN OR AMONG THEM RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT AND THE RELATIONSHIP THAT IS BEING ESTABLISHED. EACH PARTY ALSO WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF ANY OF THE OTHER PARTIES. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH PARTY FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

assistant: Waiver Of Jury Trials
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: 1950, writ dism’d) (same as Hunter); Bankers Standard Life Ins. Co. v. Atwood, 205 S.W.2d 74, 77 (Tex.Civ.App.-Austin 1947, no writ) (same as Hunter); Spears Dairy v. Davis, 125 S.W.2d 382, 383 (Tex.Civ.App.-Beaumont 1939, no writ) (same as Hunter and stating that party is required to object to the conditioning instruction and to anticipate that jury may answer initial question in such a way that it fails to answer subsequent questions that are improperly conditioned on the jury's answer to the initial question). 49 . The Insureds rely on Spencer v. Eagle Star Insurance Co. of America; however, Spencer is not on point because it did not involve a conditional submission and because an objection was made to the defect in the jury charge. See 876 S.W.2d 154, 157 (Tex.1994) (<HOLDING>). 50 . Hugel testified by videotaped deposition Options: A. holding that trial court erred in submitting disjunctive charge B. holding that the district court erred in failing to properly charge the jury on defendants affirmative defenses C. holding that trial court erred in rendering takenothing judgment notwithstanding jurys verdict in favor of plaintiff based on defendants properly preserved charge error and concluding that proper remedy was for trial court to grant new trial based on the charge error D. holding that trial courts jury charge did not amount to reversible error given that plaintiff failed to show she was prejudiced by inapplicable portion of trial courts charge E. holding that where the meaning of the jurys verdict was not clear in light of the trial courts jury instructions the court of appeals erred in directing entry of judgment for respondent the case should have been remanded to the trial judge who was in the best position to pass upon the question of a new trial in light of the evidence his charge to the jury and the jurys verdict

assistant: The best answer is C. holding that trial court erred in rendering takenothing judgment notwithstanding jurys verdict in favor of plaintiff based on defendants properly preserved charge error and concluding that proper remedy was for trial court to grant new trial based on the charge error
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: knowledge of the debtor’s intent to defraud creditors might be sufficient to prove that the defendant acted in bad faith; it does not imply that lack of good faith is part of the prima facie showing the Trustee needs to make in order to prove his case. Indeed, the opposite is true, as many courts have acknowledged: good faith is an affirmative defense available to SFC. See Collier on Bankruptcy ¶ 548.10 (15th Ed. rev.2006) (stating that section 548 is based on the Uniform Fraudulent Conveyance Act); In re Cohen, 199 B.R. 709, 719 (9th Cir. BAP 1996) (“The issue of good faith under UFTA § 8(a) is a defensive matter as to which the defendants asserting the existence of good faith have the burden of proof’); In re Candor Diamond Corp., 76 B.R. 342, 349 n. 4 (Bankr.S.D.N.Y.1987) (<HOLDING>). Therefore, under § 548(a)(1)(A), the Options: A. holding that a prima facie case is subject to independent review B. holding that chapter 13 debtor lacked standing under 11 usc 548 but finding limited authority for the debtor to avoid a transfer under 11 usc 522h C. holding that the district court erred in failing to instruct that good faith reliance on counsels advice is a defense to the fraudulent intent required for embezzlement under 29 usc 501c D. holding that transferees intent is only relevant for the purposes of a good faith defense and is not part of the trustees prima facie case to recover fraudulent transfers pursuant to 11 usc 548 E. holding that because the plaintiff was not disabled for the purposes of the ada this court need not to address the other elements of the prima facie case

assistant: The best answer is D. holding that transferees intent is only relevant for the purposes of a good faith defense and is not part of the trustees prima facie case to recover fraudulent transfers pursuant to 11 usc 548
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: 29, 2010 hearing on BP’s motion for continuance, Donato Ramos Jr., one of BP’s attorneys, told the court that Zaffirini and Jones were “plaintiffs in addition to being counsel.” Ramos Jr. also told the court that “[tjhere was a Favored[-]Nations Clause in Mr. Zaffirini’s clients[’] oil and gas lease.” Ramos Jr. heard Jones complain to the court about BP’s planned depositions “especially when a bunch of our clients didn’t even go to any of the negotiations.” BP first moved to disqualify Zaffirini and Jones on June 27, 2011, three days before the summary-judgment hearing, and almost seven months after the hearing in which BP’s counsel stated that Zaffirini was representing clients and heard that Jones was likewise representing others in the suit. See Vaughan, 875 S.W.2d at 690-91 (<HOLDING>); In re Davila, 04-99-00571-CV, 1999 WL 735164, Options: A. holding that a district court had sufficient reason to reject the plaintiffs belated attempt to amend her complaint fifteen months after the commencement of her action and nine months after the initial amendment to her complaint B. holding that by itself three and onehalf months was insufficient to prove causation C. holding that even a potential conflict can justify disqualification D. holding that three and onehalf months between the filing of an eeoc charge and the adverse employment action was insufficient by itself to establish causation E. holding that party waived disqualification complaint by filing her motion six and onehalf months after learning of the potential conflict

assistant: The best answer is E. holding that party waived disqualification complaint by filing her motion six and onehalf months after learning of the potential conflict
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: CURIAM. Afirmed. See State v. Luders, 768 So.2d 440, 441 (Fla.2000) Options: A. holding that an attorney is required to advise a defendant of the direct consequences of a plea and will not be found ineffective for failing to advise of collateral consequences of the plea B. holding that the movants assertion that he failed to advise the plea court of counsels alleged deficiencies because he blamed himself for his lack of funds was undermined by the fact that the plea court advised the movant that he had the right to appointed counsel if he could not afford to pay for counsel C. holding that right to effective assistance of counsel requires that defendant be advised of immigration consequences of plea D. holding that luders was not prejudiced by the trial courts failure to advise him of the immigration consequences of entering his plea because luders defense counsel advised him thereof and he decided to accept the risk E. holding that neither the trial court nor defense counsel has any duty to advise a defendant entering a plea that the plea may have sentencing enhancing consequences on a sentence imposed for a crime committed in the future

assistant: The best answer is D. holding that luders was not prejudiced by the trial courts failure to advise him of the immigration consequences of entering his plea because luders defense counsel advised him thereof and he decided to accept the risk
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: GoldenTree represents and warrants to the Company that (a) GoldenTree is duly formed and validly existing under the laws of the State of Delaware; (b) GoldenTree is duly authorized to execute, deliver and perform this Agreement; (c) this Agreement has been duly executed and delivered by GoldenTree and is a valid and binding agreement of GoldenTree, enforceable against GoldenTree in accordance with its terms and (d) the execution, delivery and performance by GoldenTree of this Agreement does not violate or conflict with or result in a breach by GoldenTree of or constitute (or with notice or lapse of time or both would constitute) a default by GoldenTree under its formation documents, under any agreement to which GoldenTree is a party, any existing applicable law of any court, administrative agency, regulatory body, commission or other governmental authority, board, bureau or instrumentality, domestic or foreign and any subdivision thereof, exercising any statutory or regulatory authority of any of the foregoing, domestic or foreign, having jurisdiction over GoldenTree, or any agreement or instrument by which GoldenTree or any of its assets may be bound.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All notices required under this Guaranty shall be personally delivered or sent by first class mail, postage prepaid, or by overnight courier, to the addresses on the signature page of this Guaranty, or sent by facsimile to the fax numbers listed on the signature page, or to such other addresses as Guarantor may specify from time to time in writing. Notices and other communications shall be effective (i) if mailed, upon the earlier of receipt or five (5) days after deposit in the U.S. mail, first class, postage prepaid, (ii) if telecopied, when transmitted, or (iii) if hand-delivered, by courier or otherwise (including telegram, lettergram or mailgram), when delivered.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Employee shall be paid a base salary at the rate of Two Hundred Fifty thousand dollars ($250,000) per annum (the “ Base Salary ”). The Base Salary shall be payable in accordance with the Company’s then current general salary payment policies.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Plan became effective on May 23, 2007, the date that the Plan was initially approved by the Company’s shareholders (the “ Effective Date ”). Upon approval of this Plan, the Fiserv, Inc. Stock Option and Restricted Stock Plan terminated on the Effective Date and the Fiserv, Inc. Executive Incentive Compensation Plan terminated on December 31, 2007, and no new awards may be granted under such plans after their respective termination dates; provided that each such plan shall continue to govern awards outstanding as of the date of such plan’s termination and such awards shall continue in force and effect until terminated pursuant to their terms. This Plan was amended and restated effective on May 22, 2013, the date that the amendment and restatement of the Plan was approved by the Company’s shareholders. The Plan was further amended and restated effective as of December 2, 2013 (the “ Restatement Date ”) to make the adjustments required by the Plan as a result of the two-for-one split of the Stock effective as of the close of business on the Restatement Date (the “ Stock Split ”). All Share numbers in the Plan have been adjusted to reflect the Stock Split. The Plan was most recently amended and restated effective on February 20, 2018 (the “ Second Restatement Date ”).

assistant: Effective Dates
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 market for the peak season of December through February. Given that from January 2005 through November 27, 2005, AHC had sales of $938,333 and was manufacturing 360 hats per day at the time of the fire, the projected completed manufacture and sale of 5,262 stage-two hats (263 per day assuming only twenty work days in December) during a peak sales month is in line with past production. And to ensure the overall reasonableness of his 2005 December “but-for” sales figure, Shipp compared his projected 2005 sales to AHC’s actual 2006 sales, accounting for AHC’s then-diminished operational capacity, and concluded that his 2005 assessment, including December, was accurate. Shipp’s use of AHC’s past profits to forecast future ones was appropriate. See Helena Chem. Co., 47 S.W.3d at 504 (<HOLDING>); Tex. Instruments, Inc., 877 S.W.2d at 279 Options: A. holding that an unestablished business may recover lost prospective profits B. holding that lost profits were covered where the insureds product a motor used in a treadmill was defective and caused lost profits on the sale of the treadmills C. holding past profits coupled with other facts and circumstances may establish lost profits D. holding that a business owners testimony was insufficient to establish lost profits where he was not able to specify which contracts they lost how many they lost how much profit they would have had from the contracts or who would have awarded them contracts and explaining that the plaintiffs could have supported their lost profits with testimony that they had lost out on specific contracts but failed to do so E. holding that the plaintiffs attempted to recover lost profits which under the facts of the case were consequential damages

assistant: The best answer is C. holding past profits coupled with other facts and circumstances may establish lost profits
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: procedure.” Trevino v. Gates, 99 F.3d 911, 918 (9th Cir.1996). The Wallises adduced testimony from Pitcher, Burkett, and Claytor that there was a practice — a “longstanding agreement,” in Burkett’s words — of enforcing “orders” to take protective custody of children without ever seeing the order. This is sufficient to raise a genuine issue of material fact regarding the existence of a custom or practice of ta ng the evidence presently in the record in the light most favorable to the Wallises, that the moving force behind the removal of the children from the parents’ custody was the policy of accepting telephonic representations from CPS without any procedure for checking on the accuracy or validity of the supposed orders. See McMurry v. Sheahan, 927 F.Supp. 1082, 1090 (N.D.Ill.1996) (<HOLDING>). That would be true whether a CPS employee had Options: A. holding county liable for false arrests when it has no system to check validity of warrants on computer system B. holding that investigator employed by the etowah county district attorney was a state employee not covered by a county merit system C. holding the city and county not liable for the local judges bond directive because the judge was acting as an officer of the indiana judicial system D. holding that a municipal sewer system is liable for the acts of a third party that discharged hazardous waste into the system E. holding that defendant was not free to leave when officer directed defendant to stay while he conducted a warrants check

assistant: The best answer is A. holding county liable for false arrests when it has no system to check validity of warrants on computer system
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 enforce contracts made in contravention of the law or public policy of this State. See Woolsey v. Panhandle Refining Co., 131 Tex. 449, 116 S.W.2d 675 (1938); Dodd v. Harper, 670 S.W.2d 646, 650 (Tex.App.—Houston [1st Dist.] 1983, no writ); cf. Baron v. Mullinax, Wells, Mauzy & Baab, Inc., 623 S.W.2d 457 (Tex.App.—Texarkana 1981, writ ref’d n.r.e.). We therefore hold that the contract for the release and settlement of the Quinteros’ cause of action is void and unenforceable. In so holding, we are well aware that the Court of Criminal Appeals has adopted a different approach to violations of the Code of Professional Responsibility as the Code relates to criminal matters. See Henrich v. State, 694 S.W.2d 341 (Tex.Crim.App.1985); Pannell v. State, 666 S.W.2d 96 (Tex.Crim.App.1984) (<HOLDING>). See also Holt v. State, 683 S.W.2d 92 Options: A. holding that a violation of the rules of professional conduct may not be used as evidence and citing terry cove north for the proposition that the sole remedy for a violation of the rules of professional conduct was the imposition of disciplinary measures B. holding that the disciplinary rules of the code of professional responsibility are not laws of the state of texas for purposes of statute which excludes the admission of evidence obtained in violation of law C. holding that in the absence of compliance with the code of professional responsibility a charging lien will not be granted D. holding that a breach of the rules of professional conduct would not justify setting aside a divorce judgment and citing terry cove north for the proposition that the sole remedy for a violation of the rules of professional conduct was the imposition of disciplinary measures E. holding that the rules of professional conduct are selfimposed internal regulations and do not play a role in determining the admissi bility of evidence and citing terry cove north for the proposition that the sole remedy for a violation of the rules of professional conduct was the imposition of disciplinary measures

assistant: The best answer is B. holding that the disciplinary rules of the code of professional responsibility are not laws of the state of texas for purposes of statute which excludes the admission of evidence obtained in violation of 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 legal provision and list the applicable contract clause categories. Provision: Subject to the terms and conditions contained in this Agreement, the purchase and sale of the Shares contemplated hereby shall take place at a closing (the “ Closing ”) to be held at the offices of Magri Law, LLC in Fort Lauderdale, FL, or at such other place or on such other date as Buyer and Seller may mutually agree upon in writing within two (2) business days after the date on which all of the conditions and obligations of the Parties as set forth in this Agreement shall have been substantially satisfied in all material respects or otherwise duly waived, or on such other date and at such other place and date as the Buyer and the Sellers may hereafter agree upon in writing (such date of the Closing being referred to herein as the “ Closing Date ”).

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: for Peralta and Garcia to disclose to Appellees advice that each had given him, he did so on the advice of his counsel. Moreover, Galindo answered all but one of Appellees’ questions despite Bohorquez’s objections as to attorney-client privilege throughout his deposition. Although the Galindos did hire and release multiple attorneys throughout the case, the record does not show that they were involved with the decision to assert the privileges or that they understood the legal intricacies of whether they had waived privilege under the offensive use doctrine. Therefore, the trial court erred when it ordered sanctions against the Galindos for offensive conduct, if any, committed by their counsel. See, e.g., Glass v. Glass, 826 S.W.2d 683, 687-88 (Tex.App.-Texarkana 1992, writ denied) (<HOLDING>). Appellants also contend that the order is Options: A. holding that an attorneys filing a notice of appearance on behalf of his or her client constitute a waiver of service of process by the client B. holding an attorney is an agent of the client and therefore cannot conspire with the client C. holding that even where a client was more sophisticated in business matters than the lawyer himself the lawyer should have assumed the client was relying on the lawyer for the legal aspects of the loan from the client to the lawyer to the same extent that the client would rely on the lawyer for advice were the client making the loan to a third person D. holding trial court erred when it sanctioned client where the evidence showed that the attorney filed frivolous pleadings on behalf of the client but the client did nothing more than rely on her attorneys advice 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 D. holding trial court erred when it sanctioned client where the evidence showed that the attorney filed frivolous pleadings on behalf of the client but the client did nothing more than rely on her attorneys advice
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 circumstantial evidence was not inconsistent with a passenger having placed the gun on the seat when they fled. See 724 So.2d at 1215. See also Bailey v. State, 442 So.2d 385 (Fla. 2d DCA 1983). In Daniels v. State, 718 So.2d 1274 (Fla. 2d DCA 1998), the defendant was driving a car when it was stopped by police. While the defendant was being handcuffed, a passenger was alone in the car. Police subsequently found a gun in the car that was not readily visible. This court reversed the defendant’s conviction for felon in possession of a firearm, holding that the State did not show that the defendant had actual knowledge of the gun or other circumstances from which the jury could possibly infer knowledge. See 718 So.2d at 1275. See also Green v. State, 586 So.2d 86 (Fla. 2d DCA 1991) (<HOLDING>). In the present case, there was no evidence Options: A. holding that a defendant possessed a firearm in connection with a crime when the firearm was kept in a car across the street from where the defendant was selling drugs B. holding that there was insufficient evidence to establish that defendant had knowledge of firearm in close proximity to him when he was driving the car for the cars owner who was a passenger C. holding that the consent of the driver was invalid when the officer knew that the passenger was the owner of the automobile D. holding that a defendant who had borrowed a car for a limited period of time had no legitimate expectation of privacy in the cars locked trunk where it was the very person from whom he had borrowed the car who first called the police after he failed to return the car E. holding that a defendant exercised control over a firearm that was found in a vehicle he was driving

assistant: The best answer is B. holding that there was insufficient evidence to establish that defendant had knowledge of firearm in close proximity to him when he was driving the car for the cars owner who was a passenger
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: reading [of the Act]_This remedial statute reaches beyond “claims” which might be legally enforced, to all fraudulent attempts to cause the Government to pay out sums of money. Id. at 232-33, 88 S.Ct. 959 (quotations and footnote omitted). Here, the Relator has alleged in Counts II, IV, and VI that Parke-Davis has caused the submission of numerous off-label prescription for Neurontin to the Medicaid program through both its fraudulent statements about the safety and efficacy of Neurontin and its system of unlawful financial incentives and kickbacks to doctors who prescribe Neurontin. Defendant does not dispute that an off-label prescription submitted for reimbursement by Medicaid is a false claim within the meaning of the FCA. Cf Peterson v. Weinberger, 508 F.2d 45, 52 (5th Cir.) (<HOLDING>), cert. denied sub nom. Peterson v. Mathews, Options: A. holding that knowing submission of medicare claims for services that are not covered and payable under the medicare act is a violation of the fca B. holding that county of delaware was not a person for purposes of fca liability C. holding that the treating physician rule applies in a ease where a plaintiff sought reimbursement for air ambulance services under medicare part b D. holding that because negligence and breach of fiduciary duty claims are covered by the martin act these claims must be dismissed E. recognizing that information disclosed in private is not a public disclosure under the fca

assistant: The best answer is A. holding that knowing submission of medicare claims for services that are not covered and payable under the medicare act is a violation of the fca
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 Asset Representations Reviewer will cooperate with and provide information to the Issuer regarding the Asset Representations Reviewer's compliance with this Section 4.10. The Asset Representations Reviewer and the Issuer agree to modify this Section 4.10 as necessary for either party to comply with applicable law.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: supercell reserves the right to determine what conduct it considers to be in violation of the rules of use or otherwise outside the intent or spirit of these terms of service or the service itself .

assistant: Unilateral termination
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: we do not represent or endorse the accuracy or reliability of any introduction , advice , opinion , statement or other information displayed , uploaded or distributed through the service by betterpoints.uk or any user of the service or any other service .

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: storm water; a mining operation’s drainage system; aircraft equipped with tanks spraying pesticide; a sluice box from a mine; and bulldozers and backhoes that ripped up and redistributed the pollutant, a layer of soil. Id. at 509 n. 4. Plaintiff argues that Defendants’ railcars are rolling stock, a specifically enumerated point source in Category 1 in the scheme of Ecological Rights Foundation. Plaintiff argues that the rest of Defendants’ equipment — the trucks, front loaders, cranes, etc. — falls under the second category or things that were constructed for the express purpose of storing pollutants or moving them from one place to another. Backhoes and bulldozers have been considered point sources. See Avoyelles Sportsmen’s League, Inc. v. Marsh, 715 F.2d 897, 922 (5th Cir.1983) (<HOLDING>); Borden Ranch Partnership v. U.S. Army Corps Options: A. holding that bulldozers and backhoes were point sources since they collected into windrows and piles material that may ultimately have found its way back into the waters B. recognizing the same point C. holding plaintiffs do not have standing to assert their claim that having paid lawfully collected taxes into the federal treasury at some point they have a continuing legally cognizable interest in ensuring that those funds are not used by the government in a way that violates the constitution D. holding that plaintiff may be entitled to prevailing party status where the mediation agreement entered into by the parties was read into the record before a hearing officer E. holding exhibits deemed admitted into evidence where they were treated below without objection as if they were admitted

assistant: The best answer is A. holding that bulldozers and backhoes were point sources since they collected into windrows and piles material that may ultimately have found its way back into the waters