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: MGT Sports and Parent, each have the requisite legal capacity, power and authority to enter into, and perform under, this Agreement. MGT Sports has the requisite legal capacity, power and authority to purchase the Exchange Securities. Each of the execution, delivery and performance of this Agreement by MGT Sports and Parent, and the consummation by MGT Sports of the Note Exchange Transactions, have been duly authorized by all requisite corporate action on the part of MGT Sports and Parent, as applicable, and no further consent or authorization is required. This Agreement has been duly authorized, executed and delivered by MGT Sports and Parent, and constitutes the legal, valid and binding obligations of MGT Sports and Parent, enforceable against MGT Sports and Parent in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Plan shall be administered, construed and governed in all respects under and by the laws of Ireland, without reference to the principles of conflicts of law (except and to the extent pre-empted by applicable laws of the United States).

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 Grant shall be governed by and construed in accordance with the laws of the state of Delaware without regard to conflicts of laws. Any suit, action or proceeding with respect to this Agreement (or any provision incorporated by reference), or any judgment entered by any court in respect of any thereof, shall be brought in any court of competent jurisdiction in the state of New York or the State of Delaware, and each of the Participant, the Company, and any transferees hereby submits to the exclusive jurisdiction of such courts for the purpose of any such suit, action, proceeding, or judgment. Each of the Participant, the Company, and any transferees hereby irrevocably waives (a) any objections which it may now or hereafter have to the laying of the venue of any suit, action, or proceeding arising out of or relating to this Agreement (or any provision incorporated by reference) brought in any court of competent jurisdiction in the state of Delaware, (b) any claim that any such suit, action, or proceeding brought in any such court has been brought in any inconvenient forum and (c) any right to a jury trial.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to vote or running for office, and to discharge a good citizen’s duty to appear as a witness without fear of unnecessary embarrassment. But there is no reason either to encourage him to commit another crime or to believe that the legislature intended to do so. Gosnell, 284 Ark. at 301, 681 S.W.2d at 387 (emphasis in original). This court’s opinion ignores our supreme court’s unambiguous explanation in Gosnell that the expungement statute addresses only the restoration of civil liberties to a rehabilitated felon. There is no civil right of privacy for criminal activity, and an expungement order does not privatize criminal activity. See Eagle v. Morgan, 88 F.3d 620 (8th Cir. Ark. 1996); see also Stidham v. Peace Officer Standards and Training, 265 F.3d 1144 (10th Cir. Utah 2001) (<HOLDING>). Furthermore, Arkansas Code Annotated. § Options: A. holding that new york law has no common law right of privacy embracmg such claims as false light as any such privacy right is purely statutory B. holding that a validly enacted law places citizens on notice that violations thereof do not fall into the realm of privacy and criminal activity is thus not protected by the right to privacy C. holding that even where the underlying complaint made no mention of the right of privacy a violation of privacy is implicit in a tcpa faxad claim D. holding that constitutional right of privacy does not apply to medical records E. holding that while an individual has a right to possess obscene material in the privacy of his home there is no corresponding privacy right to purchase such material

assistant: The best answer is B. holding that a validly enacted law places citizens on notice that violations thereof do not fall into the realm of privacy and criminal activity is thus not protected by the right to privacy
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 Defendants were required to certify that they would comply with applicable regulations as a condition of enrolling in the Medicare and Medicaid programs, the complaint does not allege that Defendants were required to accompany each claim for payment with a certification that they had complied with applicable regulations”) (emphasis in original). Here, Relators provide only eonelusory allegations that the certifications were “a condition to receiving payment,” and that Family Health submitted the false certifications “in order to receive payments from the Governments.” (Compl. ¶¶ 61, 63.) They do not, however, explain how Defendants’ certifications are conditions for payment, nor do they cite any contractual provision that supports that proposition. See Gross, 415 F.3d at 605 (<HOLDING>). Relators contend that their allegations are Options: A. holding that despite plaintiffs allegations of a conspiracy they did not suggest that any of the acts committed by individual defendants occurred in the united states B. holding a plaintiff failed to show an actual injury to challenge an epa rule when the plaintiff alleged he would not have purchased a piece of property or would have paid less because the plaintiffs allegations showed only that the property was worth less to him not that the property was in fact worth less C. holding that the elements of a claim under 3729a2 are 1 that the defendant made used or caused to be made or used a record or statement to get a claim against the united states paid or approved 2 the record or statement and the claim were false or fraudulent and 3 the defendant knew that the record or statement and the claim were false or fraudulent emphasis added D. holding that the plaintiff did not plead fca claim where the complaints conclusory allegations shed no light on the nature or content of the individual forms or why any particular false statement would have caused the government to keep the funding spigot open much less when any payments occurred or how much money was involved E. holding that plaintiff failed to establish pretext where plaintiff was terminated after the employer conducted an investigation into a subordinates allegations of misconduct on the part of the plaintiff and believed the allegations to be true even though plaintiff presented evidence in the lawsuit that the allegations may have been false

assistant: The best answer is D. holding that the plaintiff did not plead fca claim where the complaints conclusory allegations shed no light on the nature or content of the individual forms or why any particular false statement would have caused the government to keep the funding spigot open much less when any payments occurred or how much money was involved
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 de facto condemnee must carry to establish unreasonableness. Accord ASAP Storage, Inc. v. City of Sparks, 173 P.3d 734, 741 (Nev.2007) (“Although appellants correctly contend that the City’s hindrance of a landowner’s right to access his or her land could rise to the level of a taking, the duration of any such impairment plays a significant role in determining whether the impairment substantially interferes with the owner’s right to access his or her property.”). See generally id. (finding that no substantial interference with access occurred for purposes of the state constitution’s takings clause where the city prohibited the plaintiff from accessing its property during a 48-hour emergency period); Rocky Mountain Thrift Stores v. Salt Lake City, 784 P.2d 459, 465 (Utah 1989) (<HOLDING>). As applied to the present case (and as Options: A. holding that the federal government was liable for a taking of property where city of burlington acted under federal authority B. holding that the public use exception was not applicable because the injury to the tenants employee occurred in an area of the leased premises that was not open to the public but was used only by employees C. holding that inverse condemnation claim challenging as a regulatory taking the states placement of a guard rail that blocked former access was not ripe for adjudication where owners had failed to apply for permit for alternative approach and it therefore was not possible to assess whether a taking had occurred as a result of a deprivation of all reasonable access D. holding that closure was limited not only because it lasted only for the testimony of one witness but also because there was no limitation at all on the right of the public or the press to examine the transcript of the officers testimony E. holding that no taking occurred where the government in an effort to manage flood waters precluded vehicular access to the city block on which the plaintiff business was located but the inhibition lasted only 15 days and was a onetime occurrence

assistant: The best answer is E. holding that no taking occurred where the government in an effort to manage flood waters precluded vehicular access to the city block on which the plaintiff business was located but the inhibition lasted only 15 days and was a onetime occurrence
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: it to sue purely as a representative of its members — in other words, to act as a “private attorney general.” See National Ass’n of Realtors, 894 F.2d at 940-41. Therefore, because NAS-FA is suing only on behalf of its members, and not to adjudicate any of its own rights, NASFA’s members are the real parties in interest to this controversy, and it is their citizenship that should control for diversity jurisdiction purposes. This conclusion accords with the “well settled” general principle, in this circuit and elsewhere, that divers upp. 267, 270-71 (D.Md. 1995) (finding that corporate franchisees who had property interests at stake were not nominal or formal parties who could be ignored for diversity purposes); Workman v. Nat’l Supaflu Sys., Inc., 676 F.Supp. 690, 693 (D.S.C.1987) (<HOLDING>). But cf. Turnamics, Inc., v. Advanced Options: A. holding that although the question of diversity jurisdiction is distinct from that of immunity the analysis of citizenship determinations for eleventh amendment immunity and diversity jurisdiction are the same B. holding that for diversity purposes the citizenship of a llc is determined by the citizenship of all of its members C. holding that corporation that may be liable under state law was not a nominal party and thus its citizenship in same state as plaintiff destroyed diversity jurisdiction D. holding that lawyer who acted as mere depository for funds was nominal party whose citizenship should not be considered for diversity purposes E. holding that defective allegations of citizenship may be amended to establish diversity jurisdiction

assistant: The best answer is C. holding that corporation that may be liable under state law was not a nominal party and thus its citizenship in same state as plaintiff destroyed diversity jurisdiction
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: Each Guarantor hereby agrees that payments hereunder will be paid to the Administrative Agent, for the benefit of the Secured Parties, without set-off or counterclaim in dollars at the Administrative Agent’s office for funding as set forth in Section 12.01 of the Credit Agreement.

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: This Agreement, together with the Service Schedules hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all negotiations, prior discussions and prior agreements, both written and oral, made prior to the date hereof.

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: PURCHASER AND SELLER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT.

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 legal provision and list the applicable contract clause categories. Provision: Licensee, for itself and on behalf of all other Licensee Releasing Parties, hereby irrevocably and unconditionally releases, acquits and forever discharges the Licensor Released Parties, from all actions, causes of action, suits, debts, liens, obligations, promises, liabilities, claims, rights, demands, damages, controversies, losses, costs, and expenses (including attorneys’ fees and costs actually incurred), known or unknown, suspected or unsuspected, fixed or contingent, which they now have, own, hold, claim to have, claim to own, or claim to hold, or at any time heretofore had, owned, held, claimed to have, claimed to own, or claimed to hold against each or any of the Licensor Released Parties arising out of or related to the Sublicenses or the performance thereof or conduct thereunder prior to the Effective Date, and Licensee’s obligations to administer the Sublicenses under this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be effective as of the date hereof; provided , however , that with respect to each Delayed Consent Owner, this Agreement shall be effective with respect to such Delayed Consent Owner as of the date the applicable approval or consent pertaining to the Property or Properties owned by such Delayed Consent Owner has been received or waived by Manager; provided further , however , that with respect to each Minority JV Owner, this Agreement shall be effective with respect to such Minority JV Owner as of the date such Minority JV Owner executes a Joinder in the form attached hereto as Exhibit B .

assistant: Effectiveness
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 amendment, modification, replacement, rescission, termination or cancellation of any provision of this Agreement will be valid, unless the same is in writing and signed by Buyer and Seller. No single or partial exercise of any right or remedy under this Agreement precludes the simultaneous or subsequent exercise of any other right or remedy.

assistant: Amendments
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: Plaintiff argues that summary judgment should not have been granted because he, a pro se litigant, was not informed of the requirement that he must file affidavits to preserve factual issues for trial. Not only did the district court treat plaintiffs verified complaint as an affidavit, but it also considered the evidence that plaintiff attached to his objections to the magistrate judge’s recommendation regarding summary judgment. As this allowed plaintiff the opportunity to correct any deficiencies in his summary judgment evidence, and as plaintiff has not identified other information he would have presented, the judgment need not be reversed based on the failure to inform plaintiff of the summary judgment requirements. Cf. Jaxon v. Circle K Corp., 773 F.2d 1138, 1140 (10th Cir.1985) (<HOLDING>). III Although two of plaintiffs diaries were Options: A. holding that district court should not have granted summary judgment solely on basis that motion for summary judgment was not opposed B. holding that pro se plaintiffs should be advised of their right to file responsive material to a motion for summary judgment C. holding that dismissal of a pro se complaint for failure to state a claim should generally be without prejudice but if the plaintiff has been given an opportunity amend his complaint and fails to do so the dismissal may be with prejudice D. holding pro se plaintiff should have been granted continuance to remedy his defective summary judgment materials by submitting affidavits or verifying his complaint E. holding that district court should not have granted summary judgment solely on basis that a motion for summary judgment was not opposed

assistant: The best answer is D. holding pro se plaintiff should have been granted continuance to remedy his defective summary judgment materials by submitting affidavits or verifying his complaint
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: Commission. 6 James v. Jane was decided June 6, 1980. The trial court announced its decision in the present case on June 9, 1980. It does not appear that our decision was called to the trial court’s attention. 7 On the same day we decided James v. Jane, we also decided Freeman v. City of Norfolk, 221 Va. 57, 266 S.E.2d 885 (1980) (upholding city’s immunity from liability for alleged negligence in providing or failing to provide traffic lights and other traffic controls). Since then, we have decided Banks v. Sellers, 224 Va. 168, 294 S.E.2d 862 (1982) (upholding immunity of division superintendent of schools and high school principal from liability for alleged negligence in failing to provide a safe school environment), and First Virginia Bank v. Baker, 225 Va. 72, 301 S.E.2d 9 (1983) (<HOLDING>). None of these decisions affects the outcome Options: A. holding state immune from suit brought in state court B. recognizing that a judge is not absolutely immune from criminal liability C. holding that the government is immune from liability for its choice of traffic protection devices D. holding clerk of court not immune from liability for negligent misindexing by deputy E. holding that a city could not be held vicariously liable for the act of a magistrate who was immune from liability

assistant: The best answer is D. holding clerk of court not immune from liability for negligent misindexing by deputy
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: process. Assuming arguendo that a protestor has standing to bring a bid protest, it would seem that the standing requirement to challenge an override should not be any higher. Such a determination, however, does not end the court’s inquiry since panels of the United States Court of Appeals for the Federal Circuit have taken different approaches regarding the evidence required to satisfy the “substantial chance” doctrine in a bid protest ease. Compare Information Tech. & Applications Corp. v. United States, 316 F.3d 1312, 1319 (Fed.Cir.2003) (a protestor must establish “that its chance of winning the award was ‘greater than ... insubstantial ... if successful on the merits of the bid protest.’ ”); with Alfa Laval Separation, Inc. v. United States, 175 F.3d 1365, 1367 (Fed.Cir.1999) (<HOLDING>); with Data General Corp. v. Johnson, 78 F.3d Options: A. holding that a protester is not required to show that but for the alleged error the protester would have been awarded the contract instead a protester must show there was a substantial chance it would have received the contract but for the alleged error B. holding the appropriate standard is that to establish prejudice a protestor must show that had it not been for the alleged error in the procurement process there was a reasonable likelihood that the protestor would have been awarded the contract this is a refinement and clarification of the substantial chance language C. holding that a protester must show that the governments error in a bid evaluation was so significant that the government had no reasonable basis for its best value determination D. holding that a contractor lacked standing because it failed to show a substantial chance it would have received the contract award but for agency error E. holding that a contractor failed to show a substantial chance it would have received the contract award but for agency error

assistant: The best answer is A. holding that a protester is not required to show that but for the alleged error the protester would have been awarded the contract instead a protester must show there was a substantial chance it would have received the contract but for the alleged 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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: by using the products , you acknowledge that you understand and agree that the united states and the united kingdom may not have the same level of protections for your personal information that exist in your country of residence , and you nonetheless consent to the processing and storage of your personal information in the united states and the united kingdom .

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 legal provision and list the applicable contract clause categories. Provision: This Agreement and the Plan together constitute the entire agreement and supersede all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof. The Plan and this Agreement may be amended pursuant to Section 8.6 of the Plan. Such amendment must be in writing and signed by the Company. The Company may, however, unilaterally waive any provision hereof in writing to the extent such waiver does not adversely affect the interests of the Director hereunder, but no such waiver shall operate as or be construed to be a subsequent waiver of the same provision or a waiver of any other provision hereof.

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: The Administrative Committee shall keep all individual and group records relating to Participants and former Participants and all other records necessary for the proper operation of the Plan. Such records shall be made available to the Company and its Affiliates and to each Participant for examination during business hours except that a Participant shall examine only such records as pertain exclusively to the examining Participant and to the Plan. The Administrative Committee shall prepare and shall file as required by law or regulation all reports, forms, documents and other items required by ERISA, the Code, and every other relevant statute, each as amended, and all regulations thereunder (except that the Company or an Affiliate, as payor of the Benefits, shall prepare and distribute to the proper recipients all forms relating to withholding of income or wage taxes, Social Security taxes, and other amounts which may be similarly reportable).

assistant: Records
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: beneficiary of the contract, not one who is benefitted only incidentally by the performance of the contract. MCI Telecomms., 995 S.W.2d at 651; Brunswick Corp. v. Bush, 829 S.W.2d 352, 354 (Tex.App.-Fort Worth 1992, no writ) (explaining that “only donee and creditor beneficiaries have enforceable rights”). A donee beneficiary is a party to whom the performance promised will, when rendered, come to him as a pure donation; a creditor beneficiary is one to whom the performance promised will come in satisfaction of a legal duty owed to him by the promisee. MCI Telecomms., 995 S.W.2d at 651. This legal duty may include indebtedness, contractual obligations, or other legally enforceable commitments owed to the third party. Id.; see also Stine v. Stewart, 80 S.W.3d 586, 588 (Tex.2002) (<HOLDING>). B. Application of the Law to the Present Options: A. holding that a husband unlawfully attempted to name a beneficiary other than his daughter who was the irrevocable beneficiary pursuant to a separation agreement in a divorce decree B. holding that the defendants mother validly consented to a search of a motor home parked in the driveway of her house when the motor home was connected by an electrical cord to her house the mother was observed entering the motor home repeatedly and the mother apparently had supervisory authority over two teenage girls who were inside the motor home because it was reasonable to conclude that the mother had common authority over the motor home sufficient to give valid consent C. holding mother qualified as thirdparty beneficiary to daughter and soninlaws agreement incident to divorce because it provided for repayment to mother of a specific amount of money from the proceeds of the sale of the couples home D. holding that the asserted right of the insureds child based on his agreement with his mother during their divorce to name the child as his fegli beneficiary was preempted by feglia E. holding that daughter had no express authority to sign arbitration agreement for mother where no power of attorney and daughter did not discuss signing the agreement with her mother

assistant: The best answer is C. holding mother qualified as thirdparty beneficiary to daughter and soninlaws agreement incident to divorce because it provided for repayment to mother of a specific amount of money from the proceeds of the sale of the couples home
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 Credit Party (nor to the knowledge of any Credit Party, any Affiliate of any Credit Party) is in violation of any Anti-Terrorism Law or engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.

assistant: General
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 documents contemplated hereunder (including the Transition Services Agreement and the ancillary agreements contemplated therein) constitute the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Agreement and those in the documents contemplated hereunder, the exhibits, and schedules (other than an exception expressly set forth as such in the schedules), the statements in the body of this Agreement will control.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: compensable injuries.” Similarly, in Michael J. v. Los Angeles County Dep’t of Adoptions, 201 Cal. App. 3d 859, 874-875 (1988), the California Court of Appeal stated that “an adoption agency cannot be made the guarantor of an infant’s future good health and should not be liable for mere negligence in providing information regarding the health of a prospective adoptee.” See Richard P. v. Vista Del Mar Child Care Serv., 106 Cal. App. 3d 860, 866-867 (1980) (court stated that “no cause of action for negligence should be recognized based on considerations of public policy”); Foster v. Bass, 575 So. 2d 967, 981 (Miss. 1990) (court refused to recognize tort of negligence in adoption context because result not foreseeable). See also Juman v. Louise Wise Servs., 211 A.D.2d 446, 447 (N.Y. 1995) (<HOLDING>). Other courts, however, have held that, apart Options: A. recognizing cause of action for wrongful discharge B. recognizing cause of action for wrongful death C. recognizing cause of action D. holding that pecuniary damages are essential to a fraudulent misrepresentation cause of action E. recognizing wrongful adoption cause of action grounded in fraud and fraudulent misrepresentation

assistant: The best answer is E. recognizing wrongful adoption cause of action grounded in fraud and fraudulent misrepresentation
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: 6. Except as aforementioned, the receiving Party shall have no obligations or restrictions with respect to any Proprietary Information which that receiving Party can prove: (e) is independently developed in good faith by an employee or employees of that receiving Party who did not have access to the Proprietary Information, or

assistant: No
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 Service Provider shall, and shall cause its Affiliates to, use commercially reasonable efforts, at the Recipient’s sole cost and expense, to obtain all consents, approvals or authorizations (i) for any software or other Intellectual Property necessary to enable the Service Provider, its designee or a Third Party to perform the Transition Services in accordance with this Agreement and (ii) necessary to allow the Service Provider to provide the Transition Services and to allow the Recipient to access and use the Transition Services. Unless otherwise expressly agreed under the terms of a Transition Schedule as set forth in Exhibit A or Exhibit B or Exhibit C , as applicable, or otherwise agreed to by the Parties in writing, in providing the Transition Services, neither the Service Provider, nor any of its Affiliates, shall be obligated to: (i) expend funds and other resources beyond levels that would be customary and commercially reasonable for any similar service provider (all such expenses to be reimbursed by the Recipient in accordance with this Agreement); (ii) maintain the employment of any specific employee or subcontractor; (iii) purchase, lease or license any additional equipment or materials; or (iv) pay any of the Recipient’s costs related to its receipt of such Transition Services.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: U.S.C. 136j(a)(2)(A); Hawkins v. Leslie’s Pool Mart, Inc., 184 F.3d 244, 251 (3d. Cir.1999) (“FIFRA disallows any changes to an EPA-approved label unless the EPA approves the change.”). FIFRA preempts state laws through an express preemption provision, which prohibits states from “imposfing] or con-tinu[ing] in effect any requirement for labeling or packaging in addition to or different from this required under [FI-FRA].” This provision not only pre vents states from enacting legislation which conflicts with FIFRA’s labeling requirements, but preempts, as well, state common law actions based on an alleged failure to warn or to convey information about a product through its EPA-approved label. Andrus, 178 F.3d at 398 (citing MacDonald v. Monsanto Co., 27 F.3d 1021, 1024 (5th Cir.1994)) (<HOLDING>). Thus, as has been widely held, state Options: A. holding that there is a rational basis for the distinction B. holding that there is no doubt but that the fifra term any requirements makes no distinction between positive enactments and the common law C. recognizing distinction between tolling and estoppel D. holding that there is no distinction in the right to jury trial between sentencing factors and elements E. holding there is no meaningful distinction between due course and due process

assistant: The best answer is B. holding that there is no doubt but that the fifra term any requirements makes no distinction between positive enactments and the common 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: dismissing their claims does not alter the meaning of the statute. In this case, St. Luke’s filed its motion to dismiss on January 23, 2004. The trial court conducted a hearing on that motion on February 3, 2004 and conducted an additional hearing on February 6 at appellant’s request. Appellant filed his motion for a grace period on February 5 and presented it to the trial court on February 6. Appellant’s motion was untimely because it was not filed before any hearing on St. Luke’s motion, and the trial court was not required to grant appellant a 30-day extension to file his experts’ reports. Therefore, the trial court did not abuse its discretion in denying appellant’s motion. See Strom v. Mem’l Hermann Hosp. Sys., 110 S.W.3d 216, 226 (Tex.App.-Houston [1st Dist.] 2003, pet. denied) (<HOLDING>); Jackson v. Reardon, 14 S.W.3d 816, 819 Options: A. holding that denial of untimely request was not abuse of discretion B. holding the immigration judges denial of a continuance request did not constitute an abuse of discretion C. holding that denial of discovery in habeas proceedings is reviewed for abuse of discretion D. holding that denial of joinder motion is reviewed for abuse of discretion E. holding denial of continuance to be an abuse of discretion

assistant: The best answer is A. holding that denial of untimely request was not abuse of discretion
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 authorized capital stock of the Company consists of 45,000,000 shares of Common Stock, of which 14,339,815 shares are outstanding as of September 11, 2017 . All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid and nonassessable. Except (i) for options to purchase Common Stock or other equity awards (including restricted stock units) issued to employees and members of the Board of Directors pursuant to the equity compensation plans or arrangements disclosed in the SEC Reports, (ii) shares of capital stock issuable and reserved for issuance pursuant to securities exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company disclosed in the SEC Reports, and (iii) as contemplated by this Agreement, there are no existing options, warrants, calls, preemptive (or similar) rights, subscriptions or other rights, agreements, arrangements or commitments of any character obligating the Company to issue, transfer or sell, or cause to be issued, transferred or sold, any shares of the capital stock of, or other equity interests in, the Company or any securities convertible into or exchangeable for such shares of capital stock or other equity interests, and there are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of its capital stock or other equity interests. The issue and sale of the Shares will not result in the right of any holder of Company securities to adjust the exercise, conversion or exchange price under such securities.

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: Terny from receiving advancements. The “right to advaneement does not go away simply because the entity from which advancement is sought is alleging that the [defendant] has committed perfidious acts against it.” DeLucca, 2006 WL 224058, at *11. However, Confederate argues that Terny is not entitled to any advances since he has not been sued as a director, but rather in his capacity as a shareholder or consultant. (PI. Opp. at 3). While this argument may limit the scope of work for which Terny is entitled to advancement, it does not eliminate the right to advancements in their entirety- Terny is only entitled to seek advancement of those fees incurred in connection with proceedings which are “by reason of the fact” that he was a director of Confederate. See Homestore, 888 A.2d at 214 (<HOLDING>). In addition, “all contracts providing for the Options: A. holding that a nexus between the corporate officers or directors official activity and the matter for which indemnification is sought must be shown though no more than a nexus whether a nexus exists is a question of fact to be determined by the trial court considering all the circumstances surrounding the proposed indemnification B. holding that the acts of a corporate officer done in his or her official capacity are acts of the corporation C. holding that to show a causal connection the plaintiff must demonstrate a relationship between the misconduct and the plaintiffs injury D. holding that a suit against a state official in his or her official capacity is not a suit against the official but rather is a suit against the officials office E. recognizing the need for a nexus or causal connection between the claim against the officer and onces official corporate capacity

assistant: The best answer is E. recognizing the need for a nexus or causal connection between the claim against the officer and onces official corporate capacity
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 the insured jointly. There are no provisions of the policy under which the insured has any right to make any determination as to his own liability. His fear as to being the subject of a civil suit is groundless since the company is obligated to defend any suit filed against him, even though it be frivolous. Id. at 817-18. In another Louisiana Circuit Court of Appeal case, however, the court noted that a “no action clause [stating that an insured has no action against the insurer if the insured breaches the terms of the insurance policy] has been held to be of no effect when an insurer denies coverage where there is coverage, or unjustifiably delays settlement, forcing the insured to settle separately.” Emile M. Babst Co. v. Nichols Constr. Corp., 488 So.2d 699, 708 (La.Ct.App.1986) (<HOLDING>). Under a broad reading of Danrik’s argument, Options: A. holding that after a reasonable investigation an insurer must promptly settle a claim for the value or within the range assigned to the claim as a result of its investigation B. holding bad faith not merely negligence must be proved if insurer is to be held liable for damages over policy limits for refusing to settle C. holding that under montana common law an insurer cannot be held liable for bad faith in denying a claim if the insurer had a reasonable basis for contesting the claim D. holding that insured cannot bring an action against its insurer for bad faith failure to settle a claim in the absence of an excess verdict E. holding the insurer liable for failing to settle the claim when time was of the essence

assistant: The best answer is E. holding the insurer liable for failing to settle the claim when time was of the essence
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: in order “to protect the public from the possibility that a revolver would fall into untrained or perhaps malicious hands.” Id. at 443, 93 S.Ct. 2523. Because the search was a result of a function “totally divorced from the detection, investigation, or acquisition of evidence relating to the violation of a criminal statute,” it was permissible. Id. at 441, 93 S.Ct. 2523. Although Dombrowski involved the search of a vehicle, some lower courts have relied on the community caretaking rationale in upholding warrantless searches of homes. United States v. Quezada, 448 F.3d 1005, 1007 (8th Cir.2006); United States v. Stafford, 416 F.3d 1068, 1073 (9th Cir.2005); United States v. Rohrig, 98 F.3d 1506, 1521-22 (6th Cir.1996). But see United States v. Bute, 43 F.3d 531, 535 (10th Cir.1994) (<HOLDING>); United States v. Pichany, 687 F.2d 204, Options: A. holding state has burden of showing exception to prohibition against warrantless searches applies B. recognizing the community caretaking exception but holding it inapplicable to justify the police action at issue C. holding that community caretaking exception applies only to automobile searches D. recognizing that the community caretaking exception is distinct from the emergency aid or emergency assistance exception to the fourth amendment warrant requirement E. recognizing that the community caretaking function as an exception and enunciating a test for its application

assistant: The best answer is C. holding that community caretaking exception applies only to automobile searches
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: law that we í’eview de novo. United States v. Blick, 408 F.3d 162, 168 (4th Cir.2005). The transcript of the plea hearing reveals that Simmons, a twenty-nine-year-old high school graduate, understood the waiver provision in his plea agreement. In his plea agreement, Simmons specifically waived the right to challenge his sentence on appeal, reserving only the right to challenge an upward departure from the Guidelines range established at sentencing, and Simmons averred at his Rule 11 hearing that he read and understood the plea agreement. We therefore conclude that Simmons knowingly and intelligently waived the right to appeal his sentence. Turning to the scope of the waiver, the sentencing claims Simmons raises on appeal fall within the scope of the waiver provision. See id. at 169-70 (<HOLDING>). Because Simmons’ valid and enforceable waiver Options: A. holding that blakely and united states v booker 543 us 220 125 sct 738 160 led2d 621 2005 are not retroactive on collateral review B. holding that the changes in sentencing law imposed by united states v booker 543 us 220 125 sct 738 160 led2d 621 2005 did not render waiver of appeal involuntary and unknowing C. holding that united states v booker 543 us 220 125 sct 738 160 led2d 621 2005 does not provide a basis for a sentence reduction under 18 usc 3582c D. holding that united states v booker 543 us 220 125 sct 738 160 led2d 621 2005 did not alter the standard of review for the interpretation and application of the guidelines E. holding that waiver of right to appeal sentence in plea agreement accepted before decision in united states v booker 543 us 220 125 sct 738 160 led2d 621 2005 was not invalidated by change in law

assistant: The best answer is E. holding that waiver of right to appeal sentence in plea agreement accepted before decision in united states v booker 543 us 220 125 sct 738 160 led2d 621 2005 was not invalidated by change in 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: This Plan document, together with any Award Agreements provided to Participants, (a) constitute the entire agreement and understanding by and between the Company and the Participants with respect to the matters set forth therein; and (b) no representations, promises, agreements, or understandings, written or oral, that are not contained therein shall be of any force or effect.

assistant: Entire Agreements