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: the Cabinet and the individual defendants in their official capacities, this Court must first determine that it has jurisdiction to consider the appeal. In this case, the state court dismissed the Cabinet and the two individual defendants in their official capacities on sovereign immunity grounds. The state court did not dismiss the case against the individual defendants in their individual capacities. After the state court’s dismissal, the two remaining defendants removed the case to the federal district court. The federal district court dismissed the claims against the remaining two defendants. The plaintiffs then appealed all of the dismissals. Therefore, the following discussion about sovereign immunity only applies to the state court’s dismissal of three defenda L.Ed. 714 (1908) (<HOLDING>). While these officials are generally protected Options: A. holding suits against state officials for prospective injunctive relief are permissible because they are in effect suits against the officials in their individual capacities B. holding officials in their individual capacities may be able to assert personal immunity defenses including qualified immunity that are not available in officialcapacity suits C. holding that title ii ada suits and rehabilitation act suits for prospective injunctive relief may be brought under ex parte young against state officers in their official capacities D. holding that eleventh amendment does not bar suits for prospective injunctive relief against state officials in their official capacity E. holding that in a suit against state officials in their official capacities monetary relief unlike prospective injunctive relief is generally barred by the eleventh amendment

assistant: The best answer is A. holding suits against state officials for prospective injunctive relief are permissible because they are in effect suits against the officials in their individual capacities
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 Borrowers will, and will cause each of their Subsidiaries to, comply with all laws, rules, regulations and requirements of any Governmental Authority applicable to its business and properties, including, without limitation, all Environmental Laws, ERISA and OSHA, except where the failure to do so, either individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as disclosed on Schedule 6.4 hereto, there are (a) no lawsuits, actions, investigations, examinations or other proceedings pending or, to the knowledge of the Borrower, threatened against any Company, or in respect of which any Company may have any liability, in any court or before or by any Governmental Authority, arbitration board, or other tribunal that could reasonably be expected to have a Material Adverse Effect, (b) no orders, writs, injunctions, judgments, or decrees of any court or Governmental Authority to which any Company is a party or by which the property or assets of any Company are bound that could reasonably be expected to have a Material Adverse Effect, and (c) no grievances, disputes, or controversies outstanding with any union or other organization of the employees of any Company, or threats of work stoppage, strike, or pending demands for collective bargaining that could reasonably be expected to have a Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as expressly provided by this Article IX , no Partner shall directly or indirectly transfer all or any part of its Partnership Interests to any Person without first obtaining the written approval of each of the other Partners in accordance with Section 8.2(a)(iii) ; provided, however, that, notwithstanding anything in the foregoing to the contrary, direct or indirect transfers of publicly traded equity interests of a Partner or its Affiliates shall not be deemed to be a transfer hereunder. Exhibit A shall be amended without further action of the Partners to reflect any change in the Partnership Interests of the Partners made pursuant to this Section 9.1(a) .

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 case excerpt and choose the best holding from the options. Case excerpt: applying general rules of contract construction to derive their meaning.”); see also In re Guardianship of Hampton, 359 N.W.2d 740, 743 (Minn.Ct.App.1984) (explaining that fidelity bonds issued by bonding companies “are now regarded as insurance policies, in substance, and are governed for the most part by insurance law rather than suretyship law”), aff'd in part and rev’d in part, 374 N.W.2d 264 (Minn.1985). No Minnesota case precludes application of the concurrent-causation doctrine to financial institution bonds. We find that Minnesota courts would adhere to the general rule of treating financial institution bonds as insurance polices and interpreting those bonds in accordance with the principles of insurance law. See Friedberg v. Chubb & Son, Inc., 691 F.3d 948, 951 (8th Cir.2012) (<HOLDING>). Furthermore, we reject Banclnsure’s argument Options: A. holding that while not bound to follow the federal rule the minnesota supreme court relies on the principles of title vii when construing the mhra B. holding that a federal court sitting in diversity must predict how a state court would decide an issue C. holding that where there are no cases on point we must predict how the supreme court of minnesota would rule D. holding that uncertainty for pullman abstention means that a federal court cannot predict with any confidence how a states highest court would decide an issue of state law E. holding that we are required to predict the position which the pennsylvania supreme court would take in resolving this dispute and in the absence of a clear statement by the pennsylvania supreme court to the contrary or other persuasive evidence of a change in pennsylvania law we are bound by the holdings of previous panels of this court

assistant: The best answer is C. holding that where there are no cases on point we must predict how the supreme court of minnesota would rule
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: you represent and warrant that your content , the use and provision of your content on the fitbit service , and your use of the fitbit service will not ( a ) infringe , misappropriate , or violate a third party 's patent , copyright , trademark , trade secret , moral rights , or other intellectual property rights , or rights of publicity or privacy ; ( b ) violate , or encourage any conduct that would violate , any applicable law or regulation or would give rise to civil liability ; ( c ) be fraudulent , false , misleading , or deceptive ; ( d ) be defamatory , obscene , pornographic , vulgar , or offensive ; ( e ) promote discrimination , bigotry , racism , hatred , harassment , or harm against any individual or group ; ( f ) be violent or threatening or promote violence or actions that are threatening to any person or entity ; or ( g ) promote illegal or harmful activities or substances .

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: mechanisms of the subpoena. Accordingly, we determine that appellants have not waived the opportunity to make an in camera proffer of allegedly privileged information to the bankruptcy court on remand. See Order Denying Motion to Quash (contemplating in camera examination). 4. Subpoenas Not Facially Invalid We next consider whether the challenged subpoenas are facially invalid because they reach too broadly, require disclosure of privileged information, or otherwise compel appellants to breach ethical obligations. As noted above, a determination of the existence of privileged material requires the development of a clear and concise record of questions posed and testimony and documents sought for the court’s review. See United States v. Argomaniz, 925 F.2d 1349, 1355-56 (11th Cir.1991) (<HOLDING>). Because no such record exists, a Options: A. recognizing privilege B. holding that court must review assertions of the privilege on a questionbyquestion basis C. holding that production of documents without a claim of privilege waives the right to later claim that privilege D. holding that to establish an attorneyclient privilege a corporate officer must make it clear that he is consulting the inhouse counsel on a personal basis and the counsel must accept the representation E. holding that for purposes of certiorari review court of appeals must identify the basis for refusing to treat an issue

assistant: The best answer is B. holding that court must review assertions of the privilege on a questionbyquestion basis
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Neither the execution, delivery or performance of this Agreement by the Company, nor the consummation by it of the obligations and transactions contemplated hereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents) requires any consent of, authorization by, exemption from, filing with or notice to any Governmental Entity or any other Person, other than filings required under applicable U.S. federal and state securities laws.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Parent Stockholder has the power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by Parent Stockholder, and when duly authorized, executed and delivered by the Company, constitutes the legal, valid and binding obligations of Parent Stockholder, enforceable against Parent Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency and other similar Laws affecting the enforceability of creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: coerce, or rob employees.”). Plaintiffs do not present any evidence from which the Court could infer that the risk of misuse of this information or unauthorized disclosure by the Union or its agents is even likely, let alone “certain” or “great.” This sort of speculative injury cannot form the basis for granting emergency injunctive relief. Winter v. Natural Res. Def. Council, Inc., 555 U.S. 7, 22, 129 S.Ct. 365, 172 L.Ed.2d 249 (2008) (“Issuing a preliminary injunction based only on a possibility of irreparable harm is inconsistent with our characterization of injunctive relief as an extraordinary remedy that may only be awarded upon a clear showing that the plaintiff is entitled to such relief.”); see also Am. Petroleum Inst. v. Technomedia Int’l, Inc., 699 F. & n. 2 (Fla.1995) (<HOLDING>); Tribune-Review Publ’g Co. v. Bodack, 599 Pa. Options: A. holding that foia exemption 4 did not apply because agency did not meet burden of showing that desired information consisted of trade secrets and commercial or financial information obtained from a person that are privileged or confidential B. holding proponent of a motion for continuance should state what specific discovery is material and show why it is material C. holding that such information is not material under securities law D. holding that disclosure during discovery of certain kinds of information including privileged material trade secrets attorney work product or material involving a confidential informant could constitute a material injury of an irreparable nature E. holding that purely factual material may be withheld from disclosure under exemption 5 if that material would expose the deliberative process of an agency

assistant: The best answer is D. holding that disclosure during discovery of certain kinds of information including privileged material trade secrets attorney work product or material involving a confidential informant could constitute a material injury of an irreparable nature
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: ample provision for the education of all children residing within the State’s borders, the constitution has created a “duty” that is supreme, preeminent or dominant. Flowing from this constitutionally imposed “duty” is its jural correlative, a correspondent “right” permitting control of another’s conduct. Id. at 511-12 (footnotes omitted). ¶30 The unique stature of the positive right under article IX should cause us to look carefully before repeating general precepts of constitutional interpretation from other contexts. In the typical case in which legislation is challenged on constitutional grounds, the question is whether the legislature has overstepped the bounds of its authority or impermissibly encroached on a recognized individual liberty. See, e.g., Island County, 135 Wn.2d 141 (<HOLDING>). In contrast, protection of a positive or Options: A. holding pennsylvania replevin statute unconstitutional B. holding statute authorizing creation of community councils in certain counties was unconstitutional special law C. holding that in certain circumstances fraud can be prosecuted under the statute D. holding the illinois statute unconstitutional as violating a special legislation proscription E. holding that the minorinpossessionofafirearm statute because it was limited to juveniles in maricopa and pima counties was a special or local law that violated ariz const art 4 pt 2 197

assistant: The best answer is B. holding statute authorizing creation of community councils in certain counties was unconstitutional special 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: THE PARTIES HEREBY IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. 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 legal provision and list the applicable contract clause categories. Provision: Whenever the Applicable Authorized Representative or any Authorized Representative shall be required, in connection with the exercise of its rights or the performance of its obligations hereunder, to determine the existence or amount of any Obligations of any Series, or the Shared Collateral subject to any Lien securing the Obligations of any Series, it may request that such information be furnished to it in writing by each other Authorized Representative and shall be entitled to make such determination on the basis of the information so furnished; provided, however, that if an Authorized Representative shall fail or refuse reasonably promptly to provide the requested information, the requesting Applicable Authorized Representative or Authorized Representative shall be entitled to make any such determination by such method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of the Borrower. The Applicable Authorized Representative and each Authorized Representative may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to any Pledgor, any Secured Party or any other person as a result of such determination.

assistant: Existence
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, the other Loan Documents have been reviewed and negotiated by sophisticated parties with access to legal counsel, and no rule of construction shall apply hereto or thereto which would require or allow any Loan Document to be construed against any party because of its role in drafting such Loan Document.

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: Following Executive’s termination or resignation, Executive shall assist and cooperate with the Company in the orderly transition of work to others if so requested by the Company. Executive shall cooperate with the Company and be responsive to requests for information relating to business matters about which Executive may have information or knowledge and reasonably assist the Company, as the case may be, with any litigation, threatened litigation or arbitration proceeding relating to the Company’s business as to which business Executive had relevant knowledge, and the Company shall reimburse Executive for reasonable costs, including attorneys’ fees and expenses, actually incurred by Executive in connection with such assistance.

assistant: Cooperation
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: ” Ramirez-Sandoval, 872 F.2d at 1396 (quoting United States v. Namer, 835 F.2d 1084, 1087 (5th Cir.1988)). Under the attenuated basis exception, the government can admit evidence when “the relationship between the unlawful search or seizure and the challenged evidence becomes sufficiently weak to dissipate any taint resulting from the original illegality.” Smith, 155 F.3d at 1060; see also Murray v. United States, 487 U.S. 533, 536-37, 108 S.Ct. 2529, 101 L.Ed.2d 472 (1988). When the government is able to demonstrate that the police would have uncovered the challenged evidence notwithstanding the illegal search, we have held that the challenged evidence is sufficiently far from the tainted search to be admissible. United States v. McClendon, 713 F.3d 1211, 1217-1218 (9th Cir.2013) (<HOLDING>); see Smith, 155 F.3d at 1062-63 (holding that Options: A. holding that evidence obtained following the polices unconstitutional search of the defendants backpack which was not with the defendant at the time of the search and in which the police found a sawedoff shotgun was sufficiently far from the unconstitutional search because the challenged evidence was obtained as a result of the polices decision to pursue the defendant a decision they would have made even absent finding the sawedoff shotgun because the defendant was a person of interest in their underlying investigation B. holding that search of backpack constituted a search of defendants person and was not authorized by search warrant for premises C. holding that the polices potentially unconstitutional search incident to the defendants arrest did not affect the challenged evidences admissibility because the police would have found the evidence which was contained in the defendants garment bag while taking inventory of the defendants belongings and booking him in conjunction with his arrest for the underlying incident D. holding that search of appellants suitcase found on the floor next to the couch on which he was sleeping was an unconstitutional search of his person and was not authorized by a search of the residence E. holding that for purposes of 4b12 possession of a sawedoff shotgun in violation of 5861d is a crime of violence because by its very nature a sawedoff shotgun always creates a serious risk of physical injury to another

assistant: The best answer is A. holding that evidence obtained following the polices unconstitutional search of the defendants backpack which was not with the defendant at the time of the search and in which the police found a sawedoff shotgun was sufficiently far from the unconstitutional search because the challenged evidence was obtained as a result of the polices decision to pursue the defendant a decision they would have made even absent finding the sawedoff shotgun because the defendant was a person of interest in their underlying investigation
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 communications hereunder shall be in writing and effective only upon receipt and (i) if sent to the Purchaser, will be mailed, hand delivered, couriered or sent by fax transmission or electronic mail and confirmed to it at Citigroup Commercial Mortgage Securities Inc., 390 Greenwich Street, 5th Floor, New York, New York 10013, to the attention of Paul Vanderslice, fax number (212) 723-8599, and 390 Greenwich Street, 7th Floor, New York, New York 10013, to the attention of Richard Simpson, fax number (646) 328-2943, and 388 Greenwich Street, 17th Floor, New York, New York 10013, to the attention of Ryan M. O’Connor, fax number (646) 862-8988, and with an electronic copy emailed to Richard Simpson at richard.simpson@citi.com and to Ryan M. O’Connor at ryan.m.oconnor@citi.com, (ii) if sent to the Seller, will be mailed, hand delivered, couriered or sent by fax transmission or electronic mail and confirmed to it at KGS-Alpha Real Estate Capital Markets, LLC, 601 Lexington Avenue, 44th Floor, New York, New York 10022, Attention: Anthony Merolla and Frederic Krieger, and with a copy to KGS Holdings, L.P., 601 Lexington Avenue, 44th Floor, New York, New York 10022, Attention: Anthony Merolla and Frederic Krieger, and (iii) in the case of any of the preceding parties, such other address as may hereafter be furnished to the other party in writing by such parties.

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: Notwithstanding anything contained herein to the contrary, this Agreement shall terminate, and all rights and obligations hereunder shall cease, upon such time as there are no Registrable Securities, except for the provisions of Sections 5.8 , 5.12 , 5.13 , 5.14 , 5.15 and this Article 6 , which shall survive such termination.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (EXCLUDING ANY CONFLICTS-OF-LAW RULE OR PRINCIPLE THAT MIGHT REFER SAME TO THE LAWS OF ANOTHER JURISDICTION).

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 Plan, the Notice of Grant and this Agreement constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter 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 case excerpt and choose the best holding from the options. Case excerpt: to privately retained counsel is overwhelmingly supported by virtually all who addressed the issue in comments and at oral argument, including the Florida Association of Criminal Defense Lawyers (FACDL), which represents private lawyers throughout Florida. The sole opponent to this extension is the Criminal Procedure Rules Committee (Rules Committee), which is concerned that requiring private attorneys to comply with rule 3.112 before they can represent a capital defendant could limit the constitutional right of an accused, facing the death penalty, to retain counsel of his or her choice. Those who favor extending the standards to privately retained counsel counter this concern by citing such cases as Wheat v. United States, 486 U.S. 153, 159, 108 S.Ct. 1692, 100 L.Ed.2d 140 (1988) (<HOLDING>); and Vagner v. Wainwright, 398 So.2d 448, 452 Options: A. holding that a criminal defendant has a sixth amendment right to counsel at trial B. holding that a defendant has right to be represented by counsel in all criminal trials for serious offenses C. recognizing that while the right to select and be represented by ones preferred attorney is comprehended by the sixth amendment the essential aim of the amendment is to guarantee an effective advocate for each criminal defendant rather than to ensure that a defendant will inexorably be represented by the lawyer whom he prefers D. holding that there is an inference from the existence of a blank for the name of defendants lawyer and from the absence of any evidence to the contrary that defendant was not represented by counsel E. recognizing that the sixth amendment guarantees the right to effective assistance of counsel

assistant: The best answer is C. recognizing that while the right to select and be represented by ones preferred attorney is comprehended by the sixth amendment the essential aim of the amendment is to guarantee an effective advocate for each criminal defendant rather than to ensure that a defendant will inexorably be represented by the lawyer whom he prefers
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: h ) use any automated computer program or application to scan , copy , index , sort or otherwise exploit the skyscanner services and/or skyscanner platforms or any part thereof .

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: CURIAM. Appellant appeals the denial of his Motion to Correct Illegal Sentence filed pursuant to rule 3.8Ó0, Florida Rules of Criminal Procedure. Appellant was convicted of aggravated battery, and the jury found that he used a firearm to inflict great bodily injury on the victim. The offense was enhanced from a second-degree felony to a first-degree felony based on the use of the firearm, pursuant to secti . State, 983 So.2d 706 (Fla. 5th DCA 2008) (<HOLDING>). We, therefore, reverse the order denying Options: A. holding in asapplied challenge that death is the statutory maximum sentence for firstdegree murder B. holding that firstdegree sexual abuse is a lesserincluded offense of firstdegree sodomy C. holding that incorrect determination that life felony was a firstdegree felony punishable by life resulting in improper habitual offender sentence was subject to correction in a rule 3800 proceeding D. holding that after defendants seconddegree felony was reclassified to a firstdegree felony and a twentyfive year minimum mandatory sentence imposed pursuant to section 775087 defendant could not receive a sentence exceeding the thirtyyear statutory maximum for firstdegree felonies E. holding that firstdegree sexual abuse is a lesserincluded offense of firstdegree rape

assistant: The best answer is D. holding that after defendants seconddegree felony was reclassified to a firstdegree felony and a twentyfive year minimum mandatory sentence imposed pursuant to section 775087 defendant could not receive a sentence exceeding the thirtyyear statutory maximum for firstdegree felonies
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 239 U.S. 635 70 S. Ct. 283 60 L. Ed. 479 ROBERT M. PURCELL et al., Plaintiffs in Error,v.QUAKER REALTY COMPANY, LIMITED. No. 152. Supreme Court of the United States January 10, 1916 Mr. E. Howard McCaleb for plaintiffs in error. Mr. William Winans Wall for defendants in error. Per Curiam: 1 Dismissed for want of jurisdiction upon the authority of (1) Castillo v. McConnico, 168 U. S. 674, 42 L. ed. 622, 18 Sup. Ct. Rep. 229; De Bearn v. Safe Deposit & T. Co. 233 U. S. 24, 34, 58 L. ed. 833, 837, 34 Sup. Ct. Rep. 584; McDonald v. Oregon R. & Nav. Co. 233 U. S. 665, 669, 670, 58 L. ed. 1145, 1148, 1149, 34 Sup. Ct. Rep. 772; (2) Ross v. Oregon, 227 U. S. 150, 161, 57 L. ed. 458, 463, 33 Sup. Ct. Rep. 220, Ann. Cas. 1914C, 224; Moore-Mansfield Constr. Co. v. Electrical Installation Co. 234 U. S. 619, 624, 58 L. ed. 1503, 1505, 34 Sup. Ct. Rep. 941; Willoughby v. Chicago, cago, 235 U. S. 45, 59 L. ed. 123, 35 Sup. Ct. Rep. 23; Cleveland & P. R. Co. v. Cleveland, 235 U. S. 50, 59 L. ed. 127, 35 Sup. Ct. Rep. 21.

assistant: 12
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 and construed in accordance with the laws of the State of New York, without regard to New York’s rules regarding choice of law. Any proceeding between the parties relating to this Agreement shall be held in a court of competent jurisdiction in the county of Albany, State of New York, or the federal courts of the Northern District of New York. All parties agree to be subject to the personal jurisdiction of the courts of New York.

assistant: Venues
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: Employee shall be reimbursed for all of his actual out-of-pocket expenses incurred in the performance of his duties hereunder, provided such expenses are reasonably acceptable to Employer, which approval shall not be unreasonably withheld by Employer, for business related travel and entertainment expenses. Employee shall submit to Employer detailed receipts, according to IRS guidelines, with respect thereto. Employer shall also reimburse Employee for Employee’s monthly cell phone, all to be used for business purposes related to Employer.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: subscriber also certifies that it is legally permitted to use the services and access the site , and takes full responsibility for the selection and use of the services and access of the site .

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you represent and warrant that ( 1 ) you are not organized under the laws of , operating from , or otherwise ordinarily resident in a country or territory that is the target or comprehensive u.s. economic or trade sanctions ( i.e. , an embargo ) or ( 2 ) identified on a list of prohibited or restricted persons , such as the u.s. treasury department 's list of specially designated nationals and blocked persons , or ( 3 ) otherwise the target of u.s. sanctions .

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 (including any amendments and exhibits hereto), together with the 2017 IP License Agreement (and any amendments and exhibits thereto), constitutes the entire agreement between the Parties and Payor with respect to its subject matter, and supersedes all prior and/or contemporaneous oral or written negotiations, offers, representations, warranties, and agreements with respect to this subject matter.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each party hereto (other than any Lender that is an agency of a Governmental Authority) hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court (or, to the extent permitted by law, in such Federal court). Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent, or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Obligor or its properties in the courts of any jurisdiction.

assistant: Submission To 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: The Investor shall have all rights and remedies set forth in this Agreement and the Registration Rights Agreement and all rights and remedies which such holders have been granted at any time under any other agreement or contract and all of the rights which the Investor has by law. Any person having any rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any default or breach of any provision of this Agreement, including the recovery of reasonable attorney’s fees and costs, and to exercise all other rights granted by law. NEITHER PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE IN CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY OR OTHERWISE FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES OR FOR LOSS OF PROFITS SUFFERED BY THE OTHER PARTY.

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

user: Read the following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 385 U.S. 362 87 S.Ct. 532 17 L.Ed.2d 427 Herbert HEIDER, Administrator etc.v.MICHIGAN SUGAR CO. No. 48. Supreme Court of the United States December 12, 1966 Rehearing Denied Jan. 23, 1967. See 385 U.S. 1043, 87 S.Ct. 769. Gregory M. Pillon (Thomas C. Mayer, on the briefs), for petitioner. Harry M. Plotkin (Carl H. Smith, on the brief), for respondent. On Writ of Certiorari to the Supreme Court of Michigan. PER CURIAM. 1 The writ is dismissed as improvidently granted.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as disclosed in Schedule 3(f), since December 31, 2017, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “ SEC Documents ”). As of their respective dates (except as they have been correctly amended), the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC (except as they may have been properly amended), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates (except as they have been properly amended), the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as disclosed in Schedule 3(f) or routine correspondence, such as comment letters and notices of effectiveness in connection with previously filed registration statements or periodic reports publicly available on EDGAR, to the Company’s knowledge, the Company or any of its Subsidiaries are not presently the subject of any inquiry, investigation or action by the SEC.

assistant: Financial Statements
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 Loan Party will, and will cause its Subsidiaries to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business; provided, that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or other permitted disposition thereof under Section 6.04 .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: There are no consents necessary or required from any third Parties, including, but not limited to, governmental or other regulatory agencies, federal, state or municipal, required to be received by or on the part of the Company and the Sellers for the execution and delivery of this Agreement and the performance of their respective obligations hereunder. The Sellers shall file a Form 4 and Schedule 13D amendment immediately upon Closing.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment may be executed in any number of separate counterparts and by different parties hereto on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same agreement. Delivery of a counterpart hereto by facsimile transmission or by electronic transmission of an Adobe portable document format file (also known as a “PDF file”) shall be as effective as delivery of an original counterpart hereto.

assistant: Counterparts
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: applied the contemporaneous objection rule to alleged violations of the predecessor statutes to OCGA § 17-8-57. Indeed, in Pulliam v. State, 196 Ga. 782 (28 SE2d 139) (1943), the Court squarely addressed the issue and held that a complaint that the trial court expressed an opinion on the guilt of the accused or on what has or has not been proved could not be raised for the first time in a motion for new trial (much less on appeal), overruling cases that had held to the contrary. See id. at 790-791. Pulliam was the law in Georgia for more than a half-century, and on its authority many alleged violations of OCGA § 17-8-57 were deemed waived, including at least one claim involving a judge’s blatant comment on proof of venue. See Shepherd v. State, 203 Ga. 635, 636 (47 SE2d 860) (1948) (<HOLDING>). See also Archie v. State, 248 Ga. App. 56, 57 Options: A. holding that claims raised by appellant for first time in motion for new trial were untimely and therefore waived B. holding that in ruling on a motion for summary judgment the trial court is limited to the grounds raised in the motion C. holding that where no motion for mistrial was made when the trial judge interrupted the questioning of a witness being asked whether the crime was committed in bartow county to say already proved it was in bartow county the claim was waived and could not be first raised in a motion for new trial D. holding appellants issue was rendered moot because appellant was given the opportunity to make a record in support of his motion for new trial and appellate court considered that record in disposing of only issue raised in the motion for new trial E. holding that trial judge did not err in refusing to transfer to another judge defendants motion for substitution of judge for cause where defendants motion was not made in good faith

assistant: The best answer is C. holding that where no motion for mistrial was made when the trial judge interrupted the questioning of a witness being asked whether the crime was committed in bartow county to say already proved it was in bartow county the claim was waived and could not be first raised in a motion for new trial
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: Seller covenants that it shall keep in strictest confidence all of the terms and conditions of this Agreement; provided, however, Seller shall each be entitled to disclose such information as is reasonably appropriate to its respective attorneys, consultants and brokers working with such party in connection with the transactions contemplated herein. Additionally, any information or documentation, obtained by Seller pursuant to this Agreement shall: (i) be held in strict confidence by Seller, and (ii) not be disclosed, divulged or otherwise furnished to any person, except to the extent required by law.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: implying that T.N.’s testimony was not credible. Additionally, the defense implied that T.N.’s conduct with other children, including his two-year-old brother, were the real issues during T.N.’s therapy sessions, and thus, that T.N. recently had fabricated some of the incidents. The defense also questioned T.N. about his school drama class, implying that T.N. was a good “actor,” and perhaps acting on the witness stand. We hold that the videotape is admissible under rule of evidence 801(e)(1)(B) as a prior consistent statement. See Dowthitt v. State, 931 S.W.2d 244, 264 (Tex.Crim.App.1996) (upholding admission of videotape, in capital murder case, as prior consistent statement under rule 801(e)(1)(B)); see also Wylie v. State, 908 S.W.2d 307, 310 (Tex.App.-San Antonio 1995, pet. ref’d) (<HOLDING>). Moreover, defense counsel introduced Options: A. holding that trial counsel was not ineffective when he failed to introduce defendants prior consistent statement statement was not admissible because it was made after defendant had been arrested clearly not a time when the effect of the statement could not have been foreseen B. holding witnesss prior consistent statement admissible in part because defense counsel implied during opening statement that witness had fabricated her testimony C. holding witnesss prior consistent statement admissible where defense counsel implied in his opening statement that witness should not be believed because of the favorable consideration he received from the government in his plea bargaining agreement D. holding that videotape was admissible under rule 801e1b as prior consistent statement because defense challenged childs credibility E. holding also that only a childs first statement made is admissible under the exception

assistant: The best answer is D. holding that videotape was admissible under rule 801e1b as prior consistent statement because defense challenged childs credibility