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: and that he had a right to rely on the representation to him that he did not owe child-support arrearages. DOR appealed this order. DOR argues that the circuit court erred in three ways: (1) by considering the doctrines of laches and estoppel in the absence of an attempt by the father to plead these issues or prove them at an eviden-tiary hearing; (2) by applying the doctrines of laches and estoppel without sufficient evidence; and (3) by vacating the final order establishing arrearages on the basis of a violation of due process. We decline to address the first argument because DOR failed to object to the circuit court’s consideration of the doctrines at issue, even though it had a clear opportunity to do so. See Matar v. Fla. Int’l Univ., 944 So.2d 1153, 1157-58 (Fla. 3d DCA 2006) (<HOLDING>). DOR provided arguments on the applicability Options: A. recognizing that an appeal has never been an evidentiary proceeding so appellate court will not consider evidence not presented to the lower tribunal because function of appellate court is to determine whether lower tribunal committed error based upon the issues and evidence before it B. holding on appeal the judgment of the lower court is presumed to be correct and the burden is on the appellant to present to us a sufficient record from which we can determine whether the lower court has erred in the respect complained of C. holding the government waived its argument on appeal that the defendant did not have standing to challenge a search when it failed to raise the argument to the district court D. recognizing that the preservation requirement applies even to issues of due process when there has been a clear opportunity to present the argument on appeal to the lower tribunal E. holding that the general rule that issues not raised in the lower court may not be addressed on appeal applies only to appellants

assistant: The best answer is D. recognizing that the preservation requirement applies even to issues of due process when there has been a clear opportunity to present the argument on appeal to the lower tribunal
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: first, and then turn to the tort claims, apparently has been successful in Maryland. In Gordon v. Gerhold, 90 Md.App. 360, 600 A.2d 1194 (1992), Ms. Gerhold filed a complaint for divorce when her husband was arrested and charged with conspiring to murder her. Id. at 362, 600 A.2d 1194. Subsequently, she proceeded against him in a tort action, suing for damages for intentional and negligent infliction of emotional distress, fraud, and other torts. Id. at 363, 600 A.2d 1194. The appeal before this Court pertained to issues other than the divorce and subsequent tort suit, but the fact that the two suits proceeded without comment suggests that the tort trial may, in some circumstances, follow a suit for divorce. See, e.g., Koepke v. Koepke, 52 Ohio App.3d 47, 556 N.E.2d 1198, 1200 (1989) (<HOLDING>); Stuart v. Stuart, 143 Wis.2d 347, 421 N.W.2d Options: A. recognizing validity of cause of action for intentional infliction of emotional distress B. holding that intentional infliction of emotional distress is a personal injury tort C. holding that a tort claim for intentional infliction of emotional distress is distinct from a claim for emotional distress damages under the employment discrimination statute D. holding that husband should have been allowed to pursue tort action against wife for intentional infliction of emotional distress independent of divorce action E. recognizing the tort of intentional infliction of emotional distress

assistant: The best answer is D. holding that husband should have been allowed to pursue tort action against wife for intentional infliction of emotional distress independent of divorce action
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 Option will vest and become exercisable in accordance with the schedule set forth above, subject to Section 3 of this Agreement; provided , however , that upon the occurrence of a Change in Control that results in the Company's Shares ceasing to be publicly traded on a national securities exchange, the Option shall immediately become fully vested and exercisable.

assistant: Vesting
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 of the Lenders hereby irrevocably appoints PNC to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders, and the Borrower shall not have rights as a third party beneficiary of any of such provisions.

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

user: Without granting any right or license, the Disclosing Party agrees that the foregoing clauses (a), (b) and (c) shall not apply with respect to any information that (iii) was or is rightfully disclosed to Receiving Party or any of its Representatives by a third party provided the Receiving Party complies with restrictions imposed by the third party, 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: The Administrator will determine the extent to which the Participant will have the right to receive Cash-Based Awards or Other Stock-Based Awards following termination of the Participant’s status as a Service Provider. Such provisions will be determined in the sole discretion of the Administrator, may be included in an agreement entered into with each Participant, but need not be uniform among all Awards of Cash-Based Awards or Other Stock-Based Awards, and may reflect distinctions based on the reasons for termination.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: those reasons. In its Petitioner’s Recommendation for Sanctions, the petitioner offered the following rationale for its recommendation that the respondent be disbarred: “Respondent’s conduct constituted a betrayal of the trust placed in him by his law partner and clients. Respondent engaged in further dishonest and deceitful conduct in his representations to Bar Counsel in order to cover up his misconduct. Judge Norman found no mitigating factors. Absent compelling extenuating circumstances, intentional misappropriation of another’s funds is deceitful and dishonest conduct which justifies disbarment. See e.g. Attorney Grievance Commission v. Carithers, 421 Md. 28, 58-59, 25 A.3d 181, 199 (2011), citing Attorney Grievance Commission v. Vlahos, 369 Md. 183, 186, 798 A.2d 555, 556 (2002) (<HOLDING>) and Attorney Grievance Commission v. Spery, Options: A. holding that outofstate plaintiff had procured his own absence at trial of his case where record contained no intimation that his absence resulted from any reason other than his own volition B. holding that disbarment was the appropriate sanction where an attorney misappropriated funds from his real estate partners C. holding an attorney violated his duty of candor to the tribunal by changing his clients interrogatory answers without the clients knowledge D. holding that disbarment was the appropriate sanction for an attorney who converted partnership money to his own use without authorization and without disclosure to his other partners E. holding that disbarment was proper where the attorney misappropriated payments from clients of his firm for his own use and took steps to conceal his conduct from his firm

assistant: The best answer is E. holding that disbarment was proper where the attorney misappropriated payments from clients of his firm for his own use and took steps to conceal his conduct from his firm
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: judicial body that confers standing to appeal.” Merriam Webster’s Dictionary of Law, 354 (Collector Ed. 2005); see also, Walker v. Ohio State Univ. Bd. of Trustees, No. 09APP-748, 2010 Ohio 373 at ¶ 25 (Ohio Ct. App. Feb. 4, 2010). Dr. Williams could not simultaneously pursue a writ of review in the Superior Court when the District Court entered a TRO, which became a preliminary injunction, enjoining enforcement of V.I.B.M.E.’s decision to permanently revoke his license. The reason is that Rule 15(a)’s thirty-day limit only authorizes the Superior Court to consider a petition for writ of review brought by one who has been “aggrieved by the decision of an officer, board, commission, authority, or tribunal.” Cf. Hodge v. Bluebeard’s Castle, Inc., 392 Fed. Appx. 965, 977 (3d Cir. 2010) (<HOLDING>) (quoting Custer v. Sweeney, 89 F.3d 1156 (4th Options: A. holding that the possibility of a mistaken understanding of the phrase preponderance of the evidence on the part of the jury is too remote to constitute plain error when counsel gave the jury an accurate explanation of the legal meaning of the phrase in his closing argument and that meaning is consistent with the common understanding of the words in the phrase B. holding that the phrase party aggrieved should be given a practical rather than hypertechnical meaning C. recognizing that each word and phrase of a statute must be given meaning so that no part of it will be void inert redundant or trivial D. holding that an undefined statutory term should be given its natural ordinary meaning E. holding that party is aggrieved from the date of issuance but construing a statute rather than rule 15a

assistant: The best answer is B. holding that the phrase party aggrieved should be given a practical rather than hypertechnical meaning
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 EACH OTHER FINANCING DOCUMENT, AND ALL MATTERS RELATING HERETO OR THERETO OR ARISING THEREFROM (WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE), SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF MARYLAND, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

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: Borrower shall not create, maintain or become obligated to contribute to any Plan or Multiemployer Plan, as such terms are defined in Sections 3(2), 3(37) and 4001(a)(3) of ERISA without Agent’s prior written consent, which consent shall not be unreasonably withheld.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Borrower authorizes Agent and Lenders to extend, convert or continue Loans, effect selections of interest rates, and transfer funds to or on behalf of Borrower based on telephonic or e-mailed instructions. Borrower shall confirm each such request by prompt delivery to Agent of a Notice of Borrowing or Notice of Conversion/Continuation, if applicable, but if it differs in any material respect from the action taken by Agent or Lenders, the records of Agent and Lenders shall govern. Neither Agent nor any Lender shall have any liability for any loss suffered by Borrower as a result of Agent or any Lender acting upon its understanding of telephonic or e-mailed instructions from a person believed in good faith by Agent or any Lender to be a person authorized to give such instructions on Borrower’s behalf.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The number of Share Equivalents credited to a Participant’s Career Share Account shall be appropriately adjusted for any change in the Common Stock by reason of any merger, reclassification, consolidation, recapitalization, stock dividend, stock split or any similar change affecting the Common Stock.

assistant: Adjustments
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 demands, notices and communications hereunder shall be in writing and shall be delivered or mailed by registered or certified first-class United States mail, postage prepaid, hand delivery, prepaid courier service, or by facsimile or by electronic transmission, and addressed in each case as specified on Schedule I to the Sale and Servicing Agreement or at such other address as shall be designated by any of the specified addressees in a written notice to the other parties hereto. Any notice required or permitted to be mailed to a Noteholder shall be given by first class mail, postage prepaid, at the address of such Noteholder as shown in the Note Register. Delivery shall occur only upon receipt or reported tender of such communication by an officer of the recipient entitled to receive such notices located at the address of such recipient for notices hereunder; provided, however, that any notice to a Noteholder mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the Noteholder shall receive such notice.

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: Employee shall use his best efforts to facilitate a smooth transition of Employee’s role to Employee’s successor and shall perform special projects as assigned by the Chief Executive Officer of the Company, e.g. , customer relations and projects related to hospitals, partners and the healthcare industry.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to the courts claim against Gould, they have not al leged state action and “[t]he Fourteenth Amendment, and, through it, the First and Fifth Amendments, do not apply to private parties unless those parties are engaged in activity deemed to be ‘state action.’” Nat’l Broad. Co., Inc. v. Commc’ns Workers of Am., 860 F.2d 1022, 1024 (11th Cir.1988) (citation omitted). Therefore, these claims are also insubstantial and frivolous. Any state-law claims, including legal malpractice, arise out of Gould’s representation of the Kinseys in negotiating a settlement agreement and his refusal to continue that representation after the Kinseys rejected that agreement. The district court lacks federal question jurisdiction over any such claims. See Diaz v. Sheppard, 85 F.3d 1502, 1505-06 (11th Cir.1996) (<HOLDING>); Ray v. Tennessee Valley Auth. 677 F.2d 818, Options: A. recognizing that the elements of a claim for breach of contract are 1 existence of a valid contract and 2 breach of the terms of that contract B. holding that no substantial question of federal law was required to be answered to determine the plaintiffs statelaw legal malpractice negligence and breach of contract claims C. holding that a plaintiffs common law breach of contract and negligence claims cannot be raised where the ucc already governs D. holding that the power of a federal court to hear and to determine statelaw claims in nondiversity cases depends upon the presence of at least one substantial federal claim in the lawsuit E. holding the government liable to plaintiffs for breach of contract

assistant: The best answer is B. holding that no substantial question of federal law was required to be answered to determine the plaintiffs statelaw legal malpractice negligence and breach of contract claims
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: 1.5 `` skype '' means skype software sàrl , 23 -- 29 rives de clausen , l-2165 luxembourg or skype communications sàrl , 23 -- 29 rives de clausen , l-2165 luxembourg as the context requires ;

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: Environmental Court, and while that appeal was pending, submitted a second application to the town for a variance to reduce the width of the necessary right-of-way to twenty feet. The DRB denied the application for a variance, and the Van Nostrands appealed this ruling to the Environmental Court, which consolidated the two appeals for review and decision. ¶ 5. In January 2006, the court issued a written decision on the parties’ cross-motions for summary judgment. At the outset, the corad observed that issuance of the subdivision permit to the Van Nostrands’ predeeessors-in-interest in 2000 clearly did not create a vested right to obtain a zoning permit under the regulations in effect when the permit was granted. See In re Taft Corners Assocs., 171 Vt. 135, 144, 758 A.2d 804, 811 (2000) (<HOLDING>). The court went on, however, to conclude that Options: A. holding that the balance of competing policy interests militate against giving holders of subdivision permits vested rights to zoning permits under the zoning ordinance applicable when the subdivision permit was sought or obtained B. holding that reid permits the district court either to take supplemental evidence or to return the case to the hearing officer C. holding that the doctrine of incorporation by reference permits the court to consider documents on a motion to dismiss that are crucial or essential to the plaintiffs claims D. recognizing that the constitution permits some imprecision in the apportionment of income to a particular state E. recognizing that stability in the law permits individuals to safely judge their legal rights

assistant: The best answer is A. holding that the balance of competing policy interests militate against giving holders of subdivision permits vested rights to zoning permits under the zoning ordinance applicable when the subdivision permit was sought or obtained
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: ability to litigate their claims against Prudential independently. Weiss Aff. at ¶261. The majority of class members in this case own relatively modest life insurance policies with death benefits averaging $35,000. Id. Also, the class incl ability to prosecute their claims against Prudential individually. See 7A Charles Alan Wright, Arthur R. Miller & Mary Kay Kane, Federal Practice and Procedure § 1779, at 557 (1986) (observing that “a group composed of consumers or small investors typically will be unable to pursue their claims on an individual basis because the cost of doing so exceeds any recovery they might secure”); Sala v. National R.R. Passenger Corp., 120 F.R.D. 494, 500 (E.D.Pa.1988); Cumberland Farms, Inc. v. Browning-Ferris Indus., Inc., 120 F.R.D. 642, 648 (E.D.Pa.1988) (<HOLDING>). The class is estimated to encompass millions Options: A. holding class action superior where individual claims do not warrant separate suits B. holding that class action was superior to individual suits where class members had relatively small interests and might not have the wherewithal to bring suit to protect their individual rights C. holding that an injured person having a possible claim against an insurer who has been made a party defendant to an action for declaratory judg ment possesses the requisite interest to be heard on appeal D. holding that class action was superior to alternatives where many individuals were injured but no one person may have been damaged to the degree requisite to institute independent litigation E. holding class action to be superior adjudication method where individual class members had no interest in controlling prosecution of individual actions

assistant: The best answer is D. holding that class action was superior to alternatives where many individuals were injured but no one person may have been damaged to the degree requisite to institute independent litigation
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: As a prerequisite to filing a civil action charging age discrimination, an aggrieved party must first file a charge with the EEOC. In a “deferral” state, like Virginia, this charge must be filed no later than 300 days “after the alleged unlawful practice occurred....” 29 U.S.C. § 626(d)(2). The prospective plaintiff must then wait sixty days before filing a lawsuit, 29 U.S.C. § 626(d), but he has no more than ninety days following the EEOC’s issuance of his right-to-sue-notice in which to file the action. The ninety-day requirement operates as a statute of limitations that bars subsequently filed suits. The timing requirements for filing a lawsuit following an EEOC right-to-sue notice have been strictly construed. See Harvey v. City of New Bern Police Dep’t, 813 F.2d 652 (4th Cir.1987) (<HOLDING>); Boyce v. Fleet Finance Inc., 802 F.Supp. 1404 Options: A. holding that severance motion to permit exculpatory testimony of codefendant filed nine days after start of trial was untimely B. holding that notice provisions of rcra and cwa were satisfied where proper parties had notice in fact of the alleged violations more than 60 days before suit was filed C. holding 1330a motion untimely when filed over 180 days from confirmation D. holding that an untimely postjudgment motion does not toll the time for filing a notice of appeal and that this court has no jurisdiction over an untimely filed appeal E. holding suit filed ninetyone days after notice untimely

assistant: The best answer is E. holding suit filed ninetyone days after notice untimely
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 parties would have to engage in further discovery. Counsel for both parties represented to the circuit court that they had an agreement to allow discovery on this cause of action if the circuit court denied summary judgment on it. Both counsel further agreed to allow the County the option of submitting another summary judgment motion on the wrongful discharge claim after the completion of discovery. “Summary judgment is a drastic remedy and must not be granted until the opposing party has had a full and fair opportunity to complete discovery.” Dawkins v. Fields, 354 S.C. 58, 69, 580 S.E.2d 433, 439 (2003) (citation omitted). Finally, Cunningham has demonstrated the likelihood of uncovering additional relevant evidence during discovery. See Dawkins, 354 S.C. at 69, 580 S.E.2d at 439 (<HOLDING>). Cunningham testified in his deposition that Options: A. holding that under rule 56f nonmoving party seeking additional discovery must demonstrate precisely how additional discovery will lead to a genuine issue of material fact B. holding that the nonmoving party must show how additional discovery will defeat the summary judgment motion ie create a genuine dispute as to a material fact and that the nonmoving party must show that he has diligently pursued discovery of the evidence in question C. holding that the court may cut off discovery prior to a ruling on a motion for summary judgment where the record indicates that further discovery will not likely produce facts necessary to defeat the motion D. holding that when the nonmoving party requests a delay in ruling on a summary judgment motion until further discovery may be completed the party must demonstrate the likelihood that further discovery will uncover additional relevant evidence E. holding that the nonmoving parly must show how additional discovery will defeat the summary judgment motion ie create a genuine dispute as to a material fact and that the nonmoving party must show that he has diligently pursued discovery of the evidence in question

assistant: The best answer is D. holding that when the nonmoving party requests a delay in ruling on a summary judgment motion until further discovery may be completed the party must demonstrate the likelihood that further discovery will uncover additional relevant evidence
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: within the meaning of Rule 15(a), a complaint may be amended once as a matter of right even after a motion to dismiss has been granted. 222 East Chestnut Street Corp. v. Lakefront Realty Corp., 256 F.2d 513, 515 (7th Cir.), cert. denied, 358 U.S. 907, 79 S.Ct. 232, 3 L.Ed.2d 228 (1958). The Second Circuit has concluded that the right to amend terminates upon the grant of a motion to dismiss. Swan v. Board of Higher Education of the City of New York, 319 F.2d 56, 60-61 (2d Cir.1963). This Court has also held that the right to amend under Fed.R.Civ.P. 15(a) terminates upon dismissal. Dorn v. State Bank of Stella, 767 F.2d 442, 443 (8th Cir.1985). While this holding may not preclude us from disagreeing with the Second Circuit on the present question, see Czeremcha, 724 F.2d at 1554-1556 (<HOLDING>), it provides further support for our decision Options: A. holding that dismissal with leave to amend is not a final order B. holding that dismissal with leave to amend should be granted even if no request to amend was made C. holding that dismissal of a complaint for insufficient jurisdictional allegations should be without prejudice to amend D. holding that dismissal of a claim after the plaintiff made a good faith but unsuccessful effort to comply with an order to amend was inappropriate E. holding that dismissal terminates the right to amend but adopting an intermediate approach to finality

assistant: The best answer is E. holding that dismissal terminates the right to amend but adopting an intermediate approach to finality
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 herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable Governmental Requirement (collectively, “ Charges ”), shall exceed the maximum lawful rate (the “ Maximum Rate ”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable Governmental Requirement, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Rate for each day to the date of repayment, shall have been received by such Lender.

assistant: Interests
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: Consultant agrees to assist the Company, or its designee, at the Company's expense, in every proper way to secure the Company's rights in the Inventions and any copyrights, patents, or other intellectual property rights relating thereto in any and all countries, including in the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments that the Company shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to the Company, its successors, assigns and nominees the sole and exclusive right, title and interest in and to such Inventions, and any copyrights, patents, or other intellectual property rights relating thereto. Consultant further agrees that Consultant's obligation to execute or cause to be executed any such instrument or papers, when it is in Consultant's power to do so, shall continue after the termination of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All notices, requests and demands to or upon the Administrative Agent or any Guarantor hereunder shall be effected in the manner provided for in Section 10.02 of the Credit Agreement; provided that any such notice, request or demand to or upon any Guarantor shall be addressed to such Guarantor at its notice address set forth on Schedule 1.

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 case excerpt and choose the best holding from the options. Case excerpt: supervising, or otherwise controlling the agent” in addition to any vicarious liability that may be imposed via the agent’s actions. We hold that plaintiffs under the ICRA may proceed against the employer on either a direct negligence or vicarious liability theory for supervisor harassment in a hostile-work-environment case. The Faragher-Ellerth affirmative defense, with the burden of proof on the employer, applies only to claims of vicarious liability. Ellerth, 524 U.S. at 764, 118 S.Ct. at 2270 (adopting affirmative defense “in order to accommodate the agency principle of vicarious liability for harm caused by misuse of supervisory authority” (emphasis added)); accord Faragher, 524 U.S. at 807, 118 S.Ct. at 2292; see also Johnson v. Shinseki, 811 F.Supp.2d 336, 348 n.2 (D.D.C. 2011) (<HOLDING>); Swinton v. Potomac Corp., 270 F.3d 794, 803 Options: A. holding that the victims negligence is not a defense to criminal conduct B. holding that if a state case explicitly states that the state standard is more favorable to the defendant than the federal standard the federal claim is considered adjudicated below when the state standard is applied C. holding because the court applied the negligence standard the faragher defense is inapplicable D. holding that equitable defense of laches is inapplicable to claims of fraud E. holding that even though the court does not usually apply the clearly erroneous standard to mixed questions of fact and law this standard is properly applied to the materiality issue

assistant: The best answer is C. holding because the court applied the negligence standard the faragher defense is inapplicable
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: or (2) establish an interest obligation pursuant to the court’s authority under 19-A M.R.S. § 953(1) (2009) (establishing the court’s authority to equitably “divide the marital property in proportions the court considers just”), in lieu of awarding post-judgment interest pursuant to 14 M.R.S. § 1602-C(2), see Wormelle v. Howard, 526 A.2d 1390, 1391 (Me.1987), we conclude that Brown became a judgment debtor and became obligated to pay Habrle when the post-judgment grace period expired on or about November 2, 2007. The obligation to pay post-judgment interest began running upon the expiration of the court-ordered g discussing post-judgment interest due on child support arrearage, vacating only as to computation of such interest); Raymond v. Raymond, 480 A.2d 718, 723-26 (Me. 1984) (<HOLDING>). 6 . Because the September 2005 divorce Options: A. holding that because divorce proceedings are civil actions resulting in an order for judgment postjudgment interest was due under the statute on withheld alimony payments B. holding as a mutter of law that divorce actions are civil actions within the meaning of the postjudgment interest statute and that the wife was entitled to postjudgment interest under the statute with respect to unpaid spousal support payments ordered under a divorce judgment C. holding that the trial court erred in denying as untimely a postjudgment motion to intervene filed promptly after judgment and noting that this holding was consistent with several decisions of the federal courts permitting postjudgment intervention for the purpose of appeal D. holding that the insured was entitled to prejudgment and postjudgment interest and attorney fees as found by the jury E. holding that the apparent denial of the husbands request for an order compelling the wife to deliver to him the personal property he had been awarded in their divorce judgment did not constitute a modification of the original divorce judgment

assistant: The best answer is B. holding as a mutter of law that divorce actions are civil actions within the meaning of the postjudgment interest statute and that the wife was entitled to postjudgment interest under the statute with respect to unpaid spousal support payments ordered under a divorce judgment
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 may be executed in any number of counterparts (including by email “.pdf” or other electronic means) and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same agreement. A set of counterparts executed by all the parties hereto shall be lodged with the Borrower and the Administrative Agent.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: interfere with or disrupt the yahoo services or servers or networks connected to the yahoo services , or disobey any requirements , procedures , policies or regulations of networks connected to the yahoo services , including using any device , software or routine to bypass our robot exclusion headers ;

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: Each Party hereto agrees to indemnify and hold the other Party hereto, its directors, officers, agents and employees harmless against any claim based upon circumstances alleged to be inconsistent with such representations and/or warranties contained in this Agreement. Further, the Company shall indemnify and hold harmless Danforth and any of its subcontractors against any claims, losses, damages or liabilities (or actions in respect thereof) that arise out of or are based on the Services performed hereunder, except for any such claims, losses, damages or liabilities arising out of the gross negligence or willful misconduct of Danforth or any of its employees or subcontractors. The Company will endeavor to add Danforth and any applicable employee or subcontractor to its insurance policies as additional insureds, including without limitation the Company’s Directors and Officers liability insurance.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: and tingling in both arms. Id. at 76-77. She had used special arm rests at her past jobs. Id. at 92-93. She maintains that the permanent restrictions on using her hands and arms Dr. Fry identified in 1993, id. at 232, triggered the ALJ’s duty to develop the record. However, Ms. Williams continued to work as a legal secretary and paralegal for over six years after the permanent restrictions were imposed. Therefore, Dr. Fry’s 1993 report was. insufficient “to suggest a reasonable possibility that a severe impairment exist[ed].” Hawkins, 113 F.3d at 1167. The objective medical evidence in the record is insufficient to indicate the presence of a severe neurological or upper-extremity impairment. Consequently, the ALJ was not required to develop the record. Cf. Carter, 73 F.3d at 1021-22 (<HOLDING>). Failure to Explain Evidence Omitted from Options: A. holding that remand was not required and that the aljs failure to mention treating physicians opinion was harmless error because the alj adopted the treating physicians recommendations B. holding that the testimony of a nonexamining medical advisor does not constitute evidence sufficient to override the treating physicians diagnosis C. holding that a treating physicians diagnosis could be rejected for specific and legitimate reasons that are supported by substantial evidence in the record D. holding physicians diagnosis of depression required further development even though claimants application did not mention depression E. holding that the alj erred in failing to give the findings and assessments of the treating physicians any weight when the medical evidence and claimants testimony supported a diagnosis of cfs

assistant: The best answer is D. holding physicians diagnosis of depression required further development even though claimants application did not mention depression
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: stated that exhaustion of issues, as opposed to categories of relief, is a mandatory, as opposed to jurisdictional, requirement. See Lin Zhong v. U.S. Dep’t of Justice, 480 F.3d 104, 119-20 (2d Cir.2007). Nevertheless, we decline to exercise any authority to review this unexhausted issue in this case given that we believe it concerns a factual determination that should have been made by the agency in the first instance. We further note that Melnitsenko has not provided any evidence that Fourth Amendment violations such as the ones she alleges she experienced are widespread. 7 . This conclusion is also supported by our case law relating to whether border searches are "routine” for purposes of Fourth Amendment analysis. See, e.g., Tabbaa v. Chertoff, 509 F.3d 89, 97-101 (2d Cir.2007) (<HOLDING>); United States v. Irving, 452 F.3d 110, 123 Options: A. holding that a plaintiff stated a fourth amendment claim where consecutive bodycavity searches were unnecessary B. holding that fourth amendment applicable in administrative searches for safety inspections C. holding that border searches where returning attendees of an islamic conference in canada were detained for four to six hours interrogated patted down fingerprinted and photographed were routine for fourth amendment purposes D. holding that consensual suspicionless searches of government employees personal belongings in the workplace were searches even though refusal to consent carried no criminal penalty and the searches were not for law enforcement purposes E. holding that taking an individual who was not suspected of any crime to a police station and into an interview room and detaining her for approximately four hours where it was made clear she was not free to leave violated the fourth amendment

assistant: The best answer is C. holding that border searches where returning attendees of an islamic conference in canada were detained for four to six hours interrogated patted down fingerprinted and photographed were routine for fourth amendment purposes
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 Recipient acknowledges and agrees that, due to the unique and highly sensitive nature of the Confidential Information and PHI, a breach of this Section 12 would cause irreparable harm to the Disclosing Party for which the Disclosing Party could not be adequately compensated by money damages. Accordingly, the Recipient agrees that, in addition to all other remedies available to the Disclosing Party in an action at law, in the event of any breach or threatened breach by the Recipient of the terms of this Section 12, the Disclosing Party shall, without the necessity of proving actual damages or posting any bond or other security, be entitled to injunctive relief, including, but not limited to, specific performance of the terms hereof.

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 legal provision and list the applicable contract clause categories. Provision: This Termination Agreement shall not be modified, altered, amended or changed in any way except as specifically set forth in a written agreement specifically referring to this Termination Agreement and executed by each of the parties hereto. No right or remedy of any party under this Termination Agreement can be waived except by a writing specifically referring to this Termination Agreement and executed by the party hereto specifically waiving that right or remedy. No course of dealing or performance, failure or delay by any party hereto in exercising, in whole or in part, any right or remedy under this Termination Agreement shall waive or impair such or any other right or remedy under this Termination Agreement, or in any manner preclude its additional or future exercise.

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 legal provision and list the applicable contract clause categories. Provision: This Security Agreement together with the Credit Agreement and the other Loan Documents embodies the entire agreement and understanding between the Grantors and the Collateral Agent relating to the Collateral and supersedes all prior agreements and understandings between the Grantors and the Collateral Agent relating to the Collateral. This Security Agreement is subject to the terms, conditions, representations, warranties and covenants (“ Terms and Conditions ”) set forth in the Credit Agreement and, in the event of a conflict between any of the Terms and Conditions set forth in this Security Agreement and any of the Terms and Conditions set forth in the Credit Agreement, the Terms and Conditions set forth in the Credit Agreement shall prevail and control over the Terms and Conditions set forth herein.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: I). Hunter I provided Mr. Hunter the necessary relief. During the pendency of the appeal in Hunter I, the trial court issued a final order that was substantially the same as the previous non-final order except that the trial court added a finding of contempt against Mr. Hunter. We must again reverse. Because the order on appeal is substantially the same as the order in Hunter I, we will not repeat here the reasons why the trial court erred in entering this second order. Furthermore, Mr. Hunter’s appellate counsel has not briefed as an issue in this appeal the only substantive difference in the two orders — a finding of contempt — and thus has waived any potential error on appeal. See David M. Dresdner, M.D., P.A. v. Charter Oak Fire Ins. Co., 972 So.2d 275, 281 (Fla. 2d DCA 2008) (<HOLDING>); accord Kenyon v. Kenyon, 496 So.2d 839, 840 Options: A. holding that where appellant omits to address in the initial brief a trial court error raised in the appeal the appellate court will deem such potential issue waived or abandoned B. holding that an issue is abandoned when not raised in an appellate brief C. holding that issues not raised in an initial brief on appeal are deemed abandoned D. holding that issues not raised in the initial brief on appeal are deemed abandoned E. holding that appellate court will not normally address issue raised for the first time on appeal

assistant: The best answer is A. holding that where appellant omits to address in the initial brief a trial court error raised in the appeal the appellate court will deem such potential issue waived or abandoned
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: Reference is hereby made to the Term Loan Agreement for a statement of the terms thereof. All terms used in this Agreement which are defined therein and not otherwise defined herein shall have the same meanings herein as set forth therein.

assistant: Definitions
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: the headings and subheadings are for your convenience only -- you are responsible for reviewing all sections , defined terms and related links in their entirety to ensure you fully understand this agreement .

assistant: None