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: is a matter of law to be decided by the Court. See Jenkins v. Immigration & Naturalization Serv., 32 F.3d 11, 13 (2d Cir.1994) (court of appeals made determination of whether petitioner was an “aggravated felon”). Mejia-Ruiz admits that he was convicted in 1989 in a New York State court for “the criminal sale of a controlled substance, cocaine, in the fifth degree.” Affirmation Of Michael P. DiRaimondo (Mejia-Ruiz’s counsel) ¶ 4. Such a conviction is a felony under New York State law. In addition, the conviction could have been punishable under section 841(a) of the Controlled Substances Act, 21 U.S.C. § 841(a), if Mejia-Ruiz had been charged federally. As a result, the conviction makes Mejia-Ruiz an “aggravated felon” as defined in 8 U.S.C. § 1101(a)(43). See Jenkins, 32 F.3d at 14 (<HOLDING>). A question arises, however, regarding the Options: A. holding that a felony conviction in new york state court for possession of cocaine constituted an aggravated felony where the conviction would have also been punishable under the controlled substance act even though the crime would have only constituted a misdemeanor under federal law B. holding that drug felony under state law can constitute an aggravated felony for federal sentencing guidelines purposes even if the same conduct would not constitute a felony under federal law C. holding that employees conviction for possession of a controlled substance constituted gross misconduct D. holding that conduct designated as a felony under state law but as only a misdemeanor under the controlled substances act does not qualify as an aggravated felony E. holding that a prior nonarizona conviction to be used as a prior felony conviction under the statute must both be for an offense that would constitute a felony in arizona and be classified as a felony in the other jurisdiction

assistant: The best answer is A. holding that a felony conviction in new york state court for possession of cocaine constituted an aggravated felony where the conviction would have also been punishable under the controlled substance act even though the crime would have only constituted a misdemeanor under federal law
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 632 (Utah 1987). Because the length of the delay is only a starting point, we must also evaluate other factors. The second and often dispositive factor involved in questions of speedy trial is the cause of delay. See Barker, 407 U.S. at 530-31, 92 S.Ct. at 2191-92. The trial court found, “All of the delays since charges were originally filed in 1990 have been based on issues of Defendant’s competency to proceed.” That delays caused by questions of competency do not impinge on an accused’s right to a speedy trial is well established. See Johnson, 333 F.2d at 374; United States v. Abou-Kassem, 78 F.3d 161 (5th Cir.1996) (stating that where defendant requests mental evaluation, resulting delay does not violate right to speedy trial); Lokos v. Capps, 625 F.2d 1258, 1268 n. 5 (5th Cir.1980) (<HOLDING>). Because time spent evaluating competency may Options: A. holding that when determining whether a delay in prosecution violates a defendants right to a speedy trial courts must consider the length of the delay the reason for the delay whether the defendant asserted his rights and the resulting prejudice to the defendant B. holding that a 19month delay between indictment and trial did not violate the constitutional right to a speedy trial C. holding that the state does not have to prove a defendants competency to stand trial D. holding that whether a pretrial motion actually caused or is expected to cause delay of trial is irrelevant to the speedy trial act E. holding that delay resulting from prior incompetence to stand trial does not violate speedy trial guarantee

assistant: The best answer is E. holding that delay resulting from prior incompetence to stand trial does not violate speedy trial guarantee
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: fees owed or claimed to be owed” to Howard & Bowie. The agreement, however, does not establish any liability for attorney fees and does not require the Collinses to pay anything to Howard & Bowie. Indeed, pursuant to the agreement, Howard & Bowie’s claim for attorney fees against the Collins-es was dismissed without prejudice. [¶ 21] The assignment, rather than giving Howard & Bowie the right to bring its quantum meruit claim directly against Cloutier & Briggs, merely allows Howard & Bowie to enforce the terms of the indemnity agreement. Howard & Bowie, however, cannot recover pursuant to the indemnity agreement because “[t]here must be proof of damage actually suffered ... to enable one to maintain an action upon a contract of indemnity.” Hussey v. Collins, 30 Me. 190, 192 (1849) (<HOLDING>); see also Peerless Div., Lear Siegler, Inc. v. Options: A. holding that even where judgment had been rendered against the indemnitees the indemnitees could not recover from the indemnitor without proof that the indemnitees had actually paid any thing on account of that suit B. holding that plaintiff could recover medical fees not actually paid by the insurance company pursuant to an insurance contract C. holding that default judgment could not be rendered after the defendant had served plaintiff with a copy of a motion to dismiss that had not then been filed D. holding that court had jurisdiction where no separate judgment had been entered even though notice of appeal was not timely filed as measured from the final decision E. holding that indemnitees could recover their attorneys fees and costs from an indemnitor despite the fact that the fees and costs had been paid directly by an insurer and noting that the indemnitor is not relieved from liability either on the theory that the insurer is entitled to reimbursement out of the indemnitees recovery or that the defendant should not benefit from a contract providently made and paid for by the plaintiff

assistant: The best answer is A. holding that even where judgment had been rendered against the indemnitees the indemnitees could not recover from the indemnitor without proof that the indemnitees had actually paid any thing on account of that suit
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: Clause is ensuring the availability of cross-examination. The Court stated: To be sure, the Clause’s ultimate goal is to ensure reliability of evidence, but it is a procedural rather than a substantive guarantee. It commands, not that evidence be reliable, but that reliability be assessed in a particular manner: by testing in the crucible of cross-examination. The Clause thus reflects a judgment, not only about the desirability of reliable evidence (a point on which there could be little dissent), but about how reliability can best be determined. Id. at 61, 158 L. Ed. 2d at 198. However, Crawford suggests that business records “by their nature” may not be testimonial. Id. at 56, 1-58 L. Ed. 2d at 195-96. See also State v. Windley, 173 N.C. App. 187, 194, 617 S.E.2d 682, 686 (2005) (<HOLDING>). In State v. Smith, 312 N.C. 361, 323 S.E.2d Options: A. holding that driving records were nontestimonial B. holding that a fingerprint card maintained in a national database the automated fingerprint identification system afis was a business record and therefore nontestimonial C. holding that a certified abstract of a defendants driving record was nontestimonial D. holding that voluntary statements to police initiated by witness are not interrogation and therefore are nontestimonial E. holding that the defendant maintained a passive website and was therefore not subject to general jurisdiction

assistant: The best answer is B. holding that a fingerprint card maintained in a national database the automated fingerprint identification system afis was a business record and therefore nontestimonial
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 period of employment of Executive by the Company hereunder (the “Employment Period” ) commenced on July 15, 2014 (the “Original Effective Date” ) and shall continue for four (4) years thereafter (such four-year period, the “Initial Employment Period” ) (or, in the event of any renewal and extension as contemplated hereby, the last day of the relevant successive one-year renewal and extension period) or such earlier date on or as of which this Agreement or Executive’s employment hereunder is terminated in accordance with the terms hereof. Subject to this Agreement or Executive’s employment hereunder being terminated in accordance with the terms hereof prior to the end of the Employment Period (or, in the event of any renewal and extension as contemplated hereby, the last day of the current successive one-year renewal and extension period), this Agreement and the Employment Period automatically shall be renewed for successive one-year periods thereafter, unless either party gives the other party prior written notice at least four months before the expiration of the Employment Period (the “Notice Date” ) of that party’s intent to allow the Employment Period and this Agreement to expire (a “Non-Renewal Notice” ). As used herein, “End of Term Date” means the last day of the Initial Employment Period; provided, however , that, if this Agreement and the Employment Period shall (as provided above) have been automatically renewed and extended for any successive one-year period, “End of Term Date” means the last day of such one-year period.

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: All questions concerning the construction, validity, and interpretation of this Agreement and the performance of the obligations imposed by this Agreement shall be governed by the internal laws of the State of Minnesota applicable to agreements made and wholly to be performed in such state without regard to conflicts of law provisions of any jurisdiction.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: (1996); City of Tacoma. Dep’t of Pub. Utils. v. United States, 31 F.3d 1130, 1134 (Fed.Cir.1994) (“Outside evidence may not be brought in to create an ambiguity where the language is clear.”); Interwest Constr. v. Brown, 29 F.3d 611, 615 (Fed.Cir.1994) (“‘[E]xtrinsic evidence to change the terms of a contract that is clear on its face’ may not be considered by a tribunal.”); Sea-Land Serv., Inc. v. United States, 213 Ct.Cl. 555, 567, 553 F.2d 651, 658 (1977), cert. denied, 434 U.S. 1012, 98 S.Ct. 724, 54 L.Ed.2d 755 (1978). But, if an ambiguous or uncertain writing can only be understood upon consideration of the surrounding circumstances, extrinsic evidence will be allowed to interpret the language. See Barron Bancshares, Inc. v. United States, 366 F.3d 1360, 1375 (Fed.Cir.2004) (<HOLDING>); Sylvania Elec. Prods., Inc. v. United States, Options: A. holding that court may not use extrinsic evidence unless contract language is ambiguous B. holding that extrinsic evidence of the parties course of conduct may be considered where the contract language is ambiguous C. holding extrinsic evidence may be used only to interpret not alter a written contract D. holding that a court may consider extrinsic evidence to determine whether a contract is ambiguous E. holding that extrinsic evidence is permissible to interpret an ambiguous contract

assistant: The best answer is E. holding that extrinsic evidence is permissible to interpret an ambiguous contract
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: P. 277. A proper jury instruction is one that assists the jury and is legally correct. Town of Flower Mound v. Teague, 111 S.W.3d 742, 759 (Tex.App.-Fort Worth 2003, pet. denied). We review the trial court’s legally correct definitions, instructions, and questions for an abuse of discretion. St. Joseph Hosp. v. Wolff, 94 S.W.3d 513, 525 (Tex.2003); Tex. Workers’ Comp. Ins. Fund v. Mandlbauer, 34 S.W.3d 909, 912 (Tex.2000); Hyundai Motor Co. v. Rodriguez, 995 S.W.2d 661, 664 (Tex.1999). When an appellant challenges the legal sufficiency of the evidence to support the submission of a question to the jury, we review de novo the sufficiency of the evidence applying the legal sufficiency standard of review. See, e.g., T.O. Stanley Boot Co. v. Bank of El Paso, 847 S.W.2d 218, 220 (Tex.1992) (<HOLDING>); Cont’l Cas. Co. v. Street, 379 S.W.2d 648, Options: A. holding that a definitive ruling in limine preserves an issue for appellate review without the need for later objection B. holding litigant preserves an issue on appeal where substance of the objection has been thoroughly explored during the hearing on the motion in limine C. holding that an objection raised in a motion to suppress evidence preserves the issue for appeal despite the lack of further objection at trial D. holding party that failed to object to instruction conditioning submission of a jurys question on its answer to a question waived that partys right to have the jury make findings as to the subsequent question E. recognizing that objection to submission of question as based on noevidence preserves noevidence challenge for appeal

assistant: The best answer is E. recognizing that objection to submission of question as based on noevidence preserves noevidence challenge for appeal
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: vacation pay in this case is a reward for length of service or is short-term compensation, I look to Foster v. Dravo Corp., 420 U.S. 92, 95 S.Ct. 879, 43 L.Ed.2d 44 (1975). In that case, the court held that vacation pay is a form of short-term compensation and is not protected under the VKRA if the employee must complete some work requirement in order to receive vacation time. 420 U.S. at 99, 95 S.Ct. 879. However, “where it clearly appears that vacations were intended to accrue automatically as a function of continued association with the company,” then vacation benefits are protected and the returning veteran is entitled to receive vacation pay as if he had been continuously employed. Id. at 101, 95 S.Ct. 879; see also LiPani v. Bohack Corp., 546 F.2d 487, 489-90 (2 Cir., 1976)(<HOLDING>). In Dravo, an employee was required to work at Options: A. holding that employees vacation benefits are form of compensation for services rendered and are not gratuity B. holding that vacation pay is shortterm compensation because an employee must work six months before getting any vacation vacation pay was computed on the basis of the employees weekly earnings and if an employee was laid off he received vacation pay on a pro rata basis C. holding that vacation pay not yet paid to the employee was wages or compensation as defined by section 841049 crs1973 D. holding that depriving an employee of vacation days to which he was entitled would constitute adverse action E. holding that vacation pay not yet paid to the employee was wages or compensation as defined by section 841049 crs 1973

assistant: The best answer is B. holding that vacation pay is shortterm compensation because an employee must work six months before getting any vacation vacation pay was computed on the basis of the employees weekly earnings and if an employee was laid off he received vacation pay on a pro rata 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: A Participant is enrolled by his Associated Employer or Company automatically upon becoming eligible to participate in the Plan. The Associated Employer or Company will send the Notification Document to the Trustee and the Administrator at the end of each calendar month confirming the enrolment of any new Participants in the Plan.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) The Borrower will pay a fee on each outstanding Standby Letter of Credit, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Loans under the Revolving Facility on the face amount of such Standby Letter of Credit, which fees shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date. In addition, the Borrower shall pay to each Issuing Lender for its own account a fronting fee equal to 0.125% (or such greater percentage as agreed between the Borrower and the applicable Issuing Lender) per annum on the aggregate face amount of all outstanding Letters of Credit issued by it to the Borrower, payable quarterly in arrears on each Fee Payment Date after the issuance date.

assistant: Fees
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 agree to defend , indemnify , and hold harmless crowdtangle from and against all liabilities , damages , losses , and expenses of any kind ( including reasonable legal fees and costs ) relating to , arising out of , or in any way in connection with any of the following : ( a ) your access to or use of the services , including information provided in connection therewith ; ( b ) your breach or alleged breach of our terms of service ; or ( c ) any misrepresentation made by you .

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: The Seller conducts, and has conducted, the Business in compliance in all material respects with all permits, orders, injunctions and decrees and applicable laws, rules and regulations of any Governmental Authority. Schedule 3.9 sets forth all Governmental Authorizations held by the Seller related to the Business. The Seller is in material compliance with all such Governmental Authorizations. The Seller holds all Permits necessary to conduct the Business.

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: No failure or delay by the Administrative Agent or any other Guaranteed Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies provided in this Guaranty, the Credit Agreement, any Swap Agreement evidencing Swap Obligations, any Banking Services Agreement and the other Loan Documents shall be cumulative and not exclusive of any rights or remedies provided by law.

assistant: No Waivers
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of the parties hereto irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any party hereto or its Affiliates against any other party hereto or its Affiliates shall be brought and determined in the Court of Chancery of the State of Delaware in and for New Castle County, Delaware, provided that if jurisdiction is not then available in the Court of Chancery of the State of Delaware in and for New Castle County, Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Delaware or any other Delaware state court. Each of the parties hereto hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the parties hereto agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the parties hereto further agrees that notice as provided herein shall constitute sufficient service of process and the parties hereto further waive any argument that such service is insufficient. Each of the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (b) that such party or such party’s property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

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: Execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), which may be required under any Applicable Law, or which the Administrative Agent or the Required Lenders may reasonably request, to effectuate the transactions contemplated by the Loan Documents or to grant, preserve, protect or perfect the Liens created or intended to be created by the Security Documents or the validity or priority of any such Lien, all at the expense of the Credit Parties. The Borrower also agrees to provide to the Administrative Agent, from time to time upon the reasonable request by the Administrative Agent, evidence reasonably satisfactory to the Administrative Agent as to the perfection and priority of the Liens created or intended to be created by the Security Documents.

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: This Note shall be governed by and construed in accordance with the laws of the State of Florida, without giving effect to conflicts of laws thereof. Each of the parties consents to the jurisdiction of the state courts of the State of Florida sitting in Miami-Dade County, Florida and the U.S. District Court for the Southern District of Florida in connection with any dispute arising under this Note and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens to the bringing of any such proceeding in such jurisdictions.

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: Tenant represents and warrants that it has not dealt with any broker or agent in the negotiation for or the obtaining of this Amendment and agrees to reimburse, indemnify, save, defend (at Landlord’s option and with counsel reasonably acceptable to Landlord, at Tenant’s sole cost and expense) and hold harmless the Landlord Indemnitees for, from and against any and all cost or liability for compensation claimed by any such broker or agent employed or engaged by it or claiming to have been employed or engaged by it.

assistant: Brokers
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 extent it is considered a joinder, was improper, legally insufficient, and a nullity. Nevertheless, the designation given a pleading is not determinative; rather, the content of the pleading identifies its essential character. See Kelly v. Nix, 329 N.W.2d 287, 290 (Iowa 1983); Schulte v. Mauer, 219 N.W.2d 496, 502 (Iowa 1974). An examination of Neill's so-called joinder reveals that it is in all particulars a petition. It sets forth in separately numbered divisions three claims against Western Inns, including requests for compensatory and punitive damages. We think that before the district court dismissed Neill’s joinder, it should have considered the legal sufficiency of this pleading as a petition. Cf. Iowa Dep’t of Transp. v. Iowa Dist. Ct., 534 N.W.2d 457, 459 (Iowa 1995) (<HOLDING>). Such an analysis is consistent with Iowa Rule Options: A. holding that the action of denying parole is not an adjudication subject to judicial review B. holding that because here the statutes in issue provide for judicial review via citizen suit provisions yet do not set forth a standard for that review judicial review is limited to apa review on the administrative record C. holding that where defendant erroneously filed a request for declaratory relief in criminal action rather than filing an independent action for judicial review we would evaluate sufficiency of pleading as a petition for judicial review D. holding that a party to an administrative proceeding failed to effectively obtain judicial review where the party filed a response to another partys petition rather than a separate petition E. holding that if defendant could establish ineffective assistance of counsel in failure to file petition for review in his direct appeal then appropriate remedy would be to allow filing of petition for review out of time

assistant: The best answer is C. holding that where defendant erroneously filed a request for declaratory relief in criminal action rather than filing an independent action for judicial review we would evaluate sufficiency of pleading as a petition for judicial review
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 Company shall afford the Investor and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on, any press release, Commission filing or any other public disclosure made by or on behalf of the Company relating to the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby, prior to the issuance, filing or public disclosure thereof. For the avoidance of doubt, the Company shall not be required to submit for review any such disclosure (i) contained in periodic reports filed with the Commission under the Exchange Act if it shall have previously provided the same disclosure to the Investor or its counsel for review in connection with a previous filing or (ii) any Prospectus Supplement if it contains disclosure that does not reference the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby. The Company agrees and acknowledges that its failure to fully comply with this provision constitutes a Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If any term or provision of this Agreement shall be held to be invalid or unenforceable, the remaining terms and provisions hereof shall not be affected thereby and shall be enforced to the fullest extent permitted under law. Executive’s obligations in Articles IV and V shall survive and continue in full force notwithstanding the termination of this Agreement or Executive’s employment for any reason. The Company’s obligations in Sections 3.5 and 3.6 shall survive termination of this Agreement as provided therein.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall use the proceeds of the transactions contemplated by this Agreement exclusively to fund the payment of the cash Merger Consideration (as defined in the Merger Agreement) pursuant to the Merger Agreement at the Closing (as defined in the Merger Agreement), refinance indebtedness of the Company, Target or their respective Subsidiaries and finance certain costs and expenses incurred in connection with the transaction contemplated by this Agreement.

assistant: Use Of Proceeds
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: must also satisfy the jurisdictional requirement present in every § 1983 action that the “claimed deprivation was committed by a person acting under color of state law.” Haines v. Fisher, 82 F.3d 1503, 1508 (10th Cir.1996); Jojola v. Chavez, 55 F.3d 488, 492 (10th Cir.1995) (“The under color of state law requirement is a jurisdictional requisite for a § 1983 action.”) (internal quotations omitted). If a plaintiff can establish these elements, a defendant has infringed a plaintiffs procedural due process rights if it failed to provide a “name-clearing hearing.” See Roth, 408 U.S. at 573 n. 12, 92 S.Ct. 2701 (stating that, where a liberty interest is implicated, due process requires notice and a hearing to “provide the person an opportunity to clear his name”); Tonkovich, 159 F.3d at 526 (<HOLDING>). Miller makes three arguments related to Options: A. holding that absent evidence to the contrary court proceedings are presumed to be procedurally proper B. holding that where no factual dispute is raised no hearing is required C. holding that violation of state law was not a per se constitutional violation D. holding that cancellation may only occur while coverage is still in effect E. holding that no constitutional violation may occur if a procedurally proper nameclearing hearing is provided

assistant: The best answer is E. holding that no constitutional violation may occur if a procedurally proper nameclearing hearing is provided
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: belief must be objectively reasonable at time statement was made). Mogler initiated his conversation with Henning, and, at the time he made the statements, he was not in custody and was unaware that an investigation was already pending. Henning did not threaten Mogler’s employment security and asked only for clarification of Mogler’s voluntary statements. Mogler’s statement to his wife at their home is also admissible. Mogler, accompanied by Henning and another deputy, awakened his wife and told her that he had “messed around” with a minor. Although he was in custody, the statements were not elicited by the officers, and the district court did not err by allowing Henning to testify to the statement. See Miranda v. Arizona, 384 U.S. 436, 478, 86 S.Ct. 1602, 1630, 16 L.Ed.2d 694 (1966) (<HOLDING>); State v. Camacho, 561 N.W.2d 160, 169 Options: A. holding inconsistent out of court statements otherwise admissible not admissible against government in criminal prosecution B. holding that statements given after miranda warnings are admissible even when the arrest that preceded the statements was constitutionally deficient C. holding that statements given voluntarily and without compelling influences are admissible D. holding that selfinitiated statements volunteered after miranda warnings had been given are admissible E. holding admissible suspects statement to police after being informed that he had been identified in a lineup which the court assumed without deciding was interrogation for purposes of the appeal because the statements were voluntarily made without any coercion and came after the suspect was given and validly waived his miranda rights

assistant: The best answer is C. holding that statements given voluntarily and without compelling influences are admissible
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be effective for a term commencing on the date hereof and, subject to termination under Section 5, expiring on December 31, 2017 (the “ Employment Period ”). Notwithstanding the previous sentence, this Agreement, the Employment Period and the employment of the Employee hereunder shall be automatically extended for successive one year periods upon the terms and conditions set forth herein, with the first such automatic extension occurring on December 31, 2017, and on each December 31st thereafter, unless either party to this Agreement gives the other party written notice (in accordance with Section 14) within the ninety (90) day period prior to December 31, 2017 (or the relevant December 31st thereafter, as applicable) of such party’s intention that the Employment Period shall expire at the close of business on the last day of the then current Employment Period, whereupon, unless earlier terminated in accordance with the provisions of this Agreement, the Employment Period shall expire and this Agreement shall cease to have any further force or effect in respect of any period thereafter. For purposes of this Agreement, any reference to the “term” of this Agreement shall include the original term and any extension thereof.

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 case excerpt and choose the best holding from the options. Case excerpt: raising the continuity of counsel claim at trial. 11 . In Coleman, the Supreme Court held that ineffective assistance of state postconviction counsel could not supply cause to overcome a procedural default, reasoning that because there is no right to counsel at that stage, counsel's deficient performance would not amount to a violation of a petitioner's Sixth Amendment right to counsel and, therefore, could not be seen as an objective factor external to the defense. 501 U.S. at 752-57, 111 S.Ct. 2546. That holding was modified by Martinez, in which the Supreme Court held that ineffective assistance of state postconviction counsel can in some circumstances supply cause to excuse a procedural default. 132 S.Ct. at 1315. 12 . See also Manning v. Foster, 224 F.3d 1129, 1134 (9th Cir. 2000) (<HOLDING>); cf. United States v. Taglia, 922 F.2d 413, Options: A. recognizing the conflict B. holding the burden of proving that a conflict of interest rises to the level of ineffective assistance rests on the one asserting the conflict C. recognizing conflict D. holding that a conflict of interest independent of a claim of ineffective assistance of counsel constitute cause where the conflict caused the attorney to interfere with the petitioners right to pursue his 1 claim E. holding that defendants claim for ineffective assistance of counsel due to a conflict of interest was not cognizable on direct appeal

assistant: The best answer is D. holding that a conflict of interest independent of a claim of ineffective assistance of counsel constitute cause where the conflict caused the attorney to interfere with the petitioners right to pursue his 1 claim
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 terms of this Guaranty may be waived, altered or amended only by an instrument in writing duly executed by the Guarantor and the Beneficiary. Any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: the notice to ebay should be sent to ebay inc. , attn : litigation department , re : notice of dispute , 583 w. ebay way , draper , ut 84020 .

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: 12.1 for the purposes of this paragraph 12 , `` skype '' includes its subsidiary companies and affiliated legal entities and all their directors , officers , agents , licensors and employees .

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: judge’s (“IJ”) denial of her application for asylum and withholding of deportation. Because the transitional rules apply, Kalaw v. INS, 133 F.3d 1147, 1150 (9th Cir.1997), this Court has jurisdiction under 8 U.S.C. § 1105a(a). We review claims of due process violations in immigration proceedings de novo, Lopez-Urenda v. Ashcroft, 345 F.3d 788, 791 (9th Cir.2003), and review adverse credibility determinations for substantial evidence, Gui v. INS, 280 F.3d 1217, 1225 (9th Cir. 2002). We deny the petition for review. Taking Petitioner’s testimony as true, we hold that substantial evidence supports the IJ’s conclusion that the one vague threat made to Petitioner while she was detained for two hours did not establish past persecution. See Lim v. INS, 224 F.3d 929, 936 (9th Cir.2000) (<HOLDING>). Substantial evidence in the record also Options: A. holding that general crime conditions are not a stated ground for a wellfounded fear of future persecution B. holding that absent past persecution an alien can demonstrate eligibility for asylum based on a wellfounded fear of future persecution by demonstrating that he or she subjectively fears persecution and that this fear is objectively reasonable C. recognizing that the governments inability to control the source of persecution may support a finding of a wellfounded fear D. holding that threats standing alone constitute past persecution in only a small category of cases and only when the threats are so menacing as to cause significant actual suffering or harm E. recognizing that although threats may serve as the basis for a wellfounded fear of future persecution tjhreats themselves are sometimes hollow and while uniformly unpleasant often do not effect significant actual suffering or harm

assistant: The best answer is E. recognizing that although threats may serve as the basis for a wellfounded fear of future persecution tjhreats themselves are sometimes hollow and while uniformly unpleasant often do not effect significant actual suffering or harm
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 IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Equal Protection Clause’s prohibition and is therefore subject to the most exacting scrutiny. Shaw, at -, 113 S.Ct. at 2824. Such action will be upheld only if it is narrowly tailored to further a compelling governmental interest. Id. at -, 113 S.Ct. at 2825. The defendants first argue that the court should not apply the strict scrutiny reserved for racial classifications to the plaintiffs’ equal protection claim because Native Americans are a political group, not a race. They rely on a line of Supreme Court decisions holding that federal statutes singling out Native Americans for special treatment do not violate equal protection guarantees. See, e.g., Washington v. Confederated Bands & Tribes of the Yakima Indian Nation, 439 U.S. 463, 500-01, 99 S.Ct. 740, 761, 58 L.Ed.2d 740 (1979) (<HOLDING>); United States v. Antelope, 430 U.S. 641, Options: A. holding that state failed to assume even partial jurisdiction in compliance with public law 280 B. holding that a state law that allowed the state to assume only partial jurisdiction over indians and indian territory did not require strict scrutiny and was rationally related to a valid state objective C. holding that indian tribes could only exercise criminal jurisdiction over tribal members and not other indians D. holding that state of south dakota does not have criminal jurisdiction over indians in indian country E. holding that the state of oklahoma did not have jurisdiction to make an arrest within indian country where the state had neither received by express grant nor acted pursuant to congressional authorization to assume criminal jurisdiction over the reservation

assistant: The best answer is B. holding that a state law that allowed the state to assume only partial jurisdiction over indians and indian territory did not require strict scrutiny and was rationally related to a valid state objective
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: if the claim is for $ 10,000 or less , the party initiating the arbitration may choose whether the arbitration will be conducted ( 1 ) solely on the basis of documents submitted to the arbitrator ; ( 2 ) through a non-appearance based telephonic hearing ; or ( 3 ) by an in-person hearing as established by the aaa rules in the county of your billing address .

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: these terms and conditions will be binding upon and will inure to the benefit of duolingo and you , and duolingo 's and your respective successors and permitted assigns .

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: present in a confrontation between the accused and a state agent,” Id. at 176, 106 S.Ct. 477, and that such “incriminating statements pertaining to pending charges are inadmissible at the trial of those charges.” Id. at 180, 106 S.Ct. 477. Without deciding whether Moulton was violated, we conclude that Lester has failed to show that the introduction of the statements had a “substantial and injurious effect or influence in determining the jury’s verdict.” Moses v. Payne, 555 F.3d 742, 755 (9th Cir.2009) (citing Brecht v. Abrahamson, 507 U.S. 619, 687, 113 S.Ct. 1710, 123 L.Ed.2d 353 (1993)). The tainted evidence was merely “in effect, cumulative” of other “weighty” evidence that indubitably influenced the jury. Brecht, 507 U.S. at 639, 113 S.Ct. 1710; see also Moses, 555 F.3d at 755 (<HOLDING>). AFFIRMED. *** This disposition is not Options: A. holding the error harmless in light of the overwhelming evidence of guilt B. holding improperly admitted evidence was harmless error given the overwhelming evidence of guilt C. holding although admission of victim impact testimony was error it was harmless in light of strong evidence against defendant D. holding that error from the erroneous admission of evidence was harmless in light of the overwhelming evidence of the defendants guilt E. holding that in light of strong evidence of guilt tainted evidence was harmless under brecht

assistant: The best answer is E. holding that in light of strong evidence of guilt tainted evidence was harmless under brecht
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 its attached Exhibits, constitutes the entire employment agreement between Menzel and the Company regarding the terms and conditions of his employment, with the exception of those provisions of the 2008 Plan (and any predecessor plan) and related award agreements incorporated by reference pursuant to Sections 5 and 7. This Agreement supersedes all prior negotiations, representations or agreements between Menzel and the Company, whether written or oral, concerning Menzel’s employment.

assistant: Entire Agreements