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: decision, however broad it may seem, is actually quite narrow in two respects. First, our decision holds only that Sheriff Arpaio lacks standing to challenge DACA and DAPA, not that those programs are categorically shielded from suit. Indeed, those programs are currently subject to challenge in a number of other circuits. See Texas, 787 F.3d at 747-55 (upholding Texas’ standing to challenge DAPA based on the costs of providing drivers licenses to DAPA beneficiaries); Ariz. DREAM Act Coal. v. Brewer, No. 15-15307, 81 F.3d 795, 2015 WL 300376 (9th Cir.2015) (ordering the parties, and inviting the federal government, to file briefs discussing whether DACA violates the separation of powers or the Take Care Clause of the Constitution); cf. Crane v. Johnson, 783 F.3d 244, 252 (5th Cir.2015) (<HOLDING>). Second, today’s decision does not take issue Options: A. holding that the plaintiff had failed to produce sufficient evidence to establish constructive notice because the plaintiff did not present any evidence to establish that the oil was on the floor for any length of time B. holding that a school was not a state actor even though it had to comply with many state regulations to be eligible for state funding and almost all of its students had been referred to it by the state C. holding that the state police is a state agency D. recognizing the right of a defendant to comment upon the failure of the state to produce evidence E. holding mississippi lacked standing to challenge daca because the state failed to submit evidence that any daca eligible immigrants resided in the state or produce evidence of costs it would incur if some dacaapproved immigrants came to the state

assistant: The best answer is E. holding mississippi lacked standing to challenge daca because the state failed to submit evidence that any daca eligible immigrants resided in the state or produce evidence of costs it would incur if some dacaapproved immigrants came to the state
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 and its Affiliates shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company or an Affiliate , an amount sufficient to satisfy federal, state, local and foreign taxes (including the Participant ’s social security, Medicare and any other employment tax obligation) required by law to be withheld with respect to any taxable event concerning a Participant arising as a result of the Plan . The Administrator may in its sole discretion and in satisfaction of the foregoing requirement allow a Participant to elect to have the Company or an Affiliate withhold Shares otherwise issuable under an Award (or allow the surrender of Shares ). Unless determined otherwise by the Administrator, the number of Shares which may be so withheld or surrendered shall be limited to the number of shares which have a Fair Market Value on the date of withholding or repurchase no greater than the aggregate amount of such liabilities based on the minimum statutory withholding rates or federal, state, local and foreign income tax and payroll tax purposes that are applicable to such supplemental taxable income. The Administrator shall determine the fair market value of the Shares , consistent with applicable provisions of the Code , for tax withholding obligations due in connection with a broker-assisted cashless Option or Stock Appreciation Right exercise involving the sale of shares to pay the Option or Stock Appreciation Right exercise price or any tax withholding obligation.

assistant: Tax Withholdings
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: several references to the strength of the evidence needed to be produced to sustain such a claim. See Schlup, 513 U.S. at 316, 115 S.Ct. 851. (stating that "the evidence of innocence would have had to be strong enough to make his execution ‘constitutionally intolerable’ even if his conviction was the product of a fair trial.”) The Schlup Court stated that the new facts would have to unquestionably establish the person's innocence. See id. at 317, 115 S.Ct. 851 (“[i]f there were no question about the fairness of the criminal trial, a Herrera-type claim would have to fail unless the federal habeas court is itself convinced that those new facts unquestionably establish [the habeas petitioner’s] innocence.”) 8 . See, e.g., Spencer v. Commonwealth, 240 Va. 78, 393 S.E.2d 609, 621 (1990) (<HOLDING>). The same DNA tests used to help convict Options: A. holding in attempted murder case that testimony regarding victims medical prognosis properly admitted B. holding double jeopardy did not prohibit capital prosecution of defendant who pled guilty to seconddegree murder and agreed to testify against codefendants but violated plea agreement by refusing to testify at retrial and state properly sought new indictment for capital murder resulting in death sentence imposed at trial for firstdegree murder C. holding that where both firstdegree and felony murder were possible bases for a murder conviction a jury instruction that suggested the jury could rely on felony murder as the predicate offense for a conviction for conspiracy to commit murder was improper because under arizona law a conviction for conspiracy to commit firstdegree murder requires a specific intent to kill D. holding any error in admitting allegedly irrelevant testimony that the defendant loved music was harmless in capital murder prosecution where the defendant admitted killing the victim and evidence supported the conviction E. holding that the dna tests were properly admitted a jury trial which resulted in spencers capital murder conviction

assistant: The best answer is E. holding that the dna tests were properly admitted a jury trial which resulted in spencers capital murder conviction
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The parties acknowledge that monetary damages alone would be an insufficient remedy in the event of a breach of this Agreement, and therefore agree that the purchase and sale of Working Interests in accordance with the terms of this Agreement shall be specifically enforceable. The parties further agree that any sale or disposition of the Working Interests which does not strictly comply with the terms of this Agreement may be specifically restrained, and that the equitable relief provided for in this Section shall not in any way limit or deny any other remedy at law or in equity that a party might otherwise have.

assistant: Specific Performance
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: despite scoring a minimum of sixty-nine years and a maximum of 735. So the trial court conducted a plea colloquy of sorts, but did not conduct a competency hearing. The trial court ultimately denied the motion for a second competency evaluation. Defense counsel filed a motion seeking to renew the request for competency evaluation without further arguments and in order to preserve the issue for appeal, which was denied. A court’s decision as to whether a competency hearing or a new evaluation is necessary is reviewed for abuse of discretion. Rodgers v. State, 3 So.3d 1127, 1132 (Fla.2009) (providing standard of review for denial of hearing); see Fla. R. Crim. P. 3.210(b) (providing that the court “may order” examination, by experts); Boggs v. State, 575 So.2d 1274, 1275 (Fla. 1991) (<HOLDING>). However, if a “reasonable ground to believe Options: A. holding that previous ordered entered with prejudice did not have preclusive effect B. recognizing trial court should not weigh evidence C. holding that an additional remedy does not constitute an additional requirement D. holding that trial court should have ordered additional evaluations E. holding that the trial court should have dismissed the employees breach of contract claim

assistant: The best answer is D. holding that trial court should have ordered additional evaluations
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 will not use or download our services if you are located in a restricted country , if you are currently listed on any u.s. or non-u.s. restricted parties list , or for any purpose prohibited by export laws , and you will not disguise your location through ip proxying or other methods .

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: wish to be mindful of in imposing a sentence over the loss of life of four Jewish people. I accept that you are a good friend, are a loving husband, and will prove to be a good father to your child as you have another child I understand. It is my sentence to downward depart by one year and impose a sentence of [double chai] 36 years, Florida state prison. While the appellant argues that the trial court abused its discretion in consideration of Jewish tradition and the use of chai, discretion is not involved. The essence of his claim, albeit obliquely made, is that the court used improper criteria in determining the extent of a downward departure. Although an appellate court generally may not review a sentence that is within statutory limits, an exception exists when the tr (Fla.2001) (<HOLDING>). In Nawaz, 28 So.3d at 125, the trial court Options: A. holding that any error in trial courts comparative negligence instruction was harmless where the jury found that both defendants were not negligent B. holding that while it was error for the regular judge to disqualify himself for only the habitual phase of the trial the error was harmless C. holding that any error was harmless and thus not plain error D. holding that biblical references should not be used at sentencing but any error in the trial judges lone biblical reference in penalty phase of trial was harmless where jury was not exposed to the reference and the courts order stated that it did not consider any aggravators other than the two set forth in the order E. holding that the trial judges misconduct at trial did not prejudice the defendant in light of the courts curative instructions

assistant: The best answer is D. holding that biblical references should not be used at sentencing but any error in the trial judges lone biblical reference in penalty phase of trial was harmless where jury was not exposed to the reference and the courts order stated that it did not consider any aggravators other than the two set forth in the order
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: As of the Closing Date, Schedule 5.22 sets forth a true, complete and accurate description of the equity capital structure of each of the Borrower’s Subsidiaries showing, for each such Person, accurate ownership percentages of the equityholders of record. Except as set forth on Schedule 5.22 , as of the Closing Date (a) there are no preemptive rights, outstanding subscriptions, warrants or options to purchase any Equity Interests of any Credit Party and (b) there are no obligations of any Credit Party to redeem or repurchase any of its Equity Interests. The Equity Interests of each Credit Party described on Schedule 5.22 (i) are validly issued and fully paid and non-assessable (to the extent such concepts are applicable to the respective Equity Interests and subject to the assessability of the shares to a Nova Scotia unlimited company under the Companies Act (Nova Scotia)) and (ii) are owned of record and beneficially as set forth on Schedule 5.22 , free and clear of all Liens (other than Liens created under the Security Documents). The Organizational Documents of each such Person whose Equity Interests are subject to the Liens created under the Loan Documents with the exception of any Equity Interests in an unlimited company under the Companies Act (Nova Scotia) do not and could not restrict or inhibit any transfer of those shares on creation or enforcement of the Liens created under the Loan Documents.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: frequency of parole reconsideration hearings for certain violent offenders from every year to every three years did not violate the Ex Post Facto Clause. 514 U.S. at 508. In support of this holding, the Supreme Court noted that the question was one of degree that could not be reduced to a “single formula” and concluded that, under California’s parole structure, the amendment did not alter the statutory standards for determining either the initial date for parole eligibility or an inmate’s suitability for parole. Id. at 507. Instead, the amendment merely altered the method to be followed in fixing a parole release date, “[rjather than changing the sentencing range applicable to covered crimes.” Id. at 507-08; cf. Peugh v. United States, 569 U.S. 530, 544, 133 S. Ct. 2072, 2084 (2013) (<HOLDING>). ¶ 22. Subsequently, the U.S. Supreme Court Options: A. holding that parole guidelines are subject to the ex post facto clause B. holding that district court did not violate ex post facto clause in sentencing defendant above guidelines maximum where district court assumed guidelines to be advisory prebooker C. holding that retroactive application of advisory sentencing guidelines violated ex post facto clause because guidelines created sufficient risk of increased sentencing range D. holding that the application of the guidelines in effect at sentencing rather than at the time of defendants conduct does not violate the ex post facto clause even if the current guidelines suggest a harsher sentence because the guidelines are only advisory not binding E. holding that use of the guidelines in effect at time of sentencing does not violate ex post facto clause after booker

assistant: The best answer is C. holding that retroactive application of advisory sentencing guidelines violated ex post facto clause because guidelines created sufficient risk of increased sentencing range
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: justification was pretextual.” Smith v. District of Columbia, 430 F.3d 450, 455 (D.C.Cir.2005) (quoting Murray v. Gilmore, 406 F.3d 708, 713 (D.C.Cir.2005)). The court should assess the plaintiffs challenge to the employer’s explanation in light of the totality of the circumstances of the case. Aka, 156 F.3d at 1291. The strength of the plaintiffs prima fa-cie case, especially the existence of a causal connection, can be a significant factor in his attempt to rebut the defendant’s legitimate nondiscriminatory reason for the adverse action. See Aka, 156 F.3d at 1289 n. 4 (stating that “a prima facie case that strongly suggests intentional discrimination may be enough by itself to survive summary judgment”); Laurent v. Bureau of Rehab., Inc., 544 F.Supp.2d 17, 23 n. 5 (D.D.C.2008) (<HOLDING>); Meadows v. Mukasey, 555 F.Supp.2d 205, 211-13 Options: A. holding that plaintiff could not establish a prima facie case of discrimination because she was unable to present evidence that she was qualified for the position B. holding that the plaintiff demonstrated pretext in part by establishing a causal connection C. holding that to establish a causal connection plaintiff must show that the individual who took adverse action against him knew of the employees protected activity D. holding that to show a causal connection the plaintiff must demonstrate a relationship between the misconduct and the plaintiffs injury E. holding that the plaintiff cannot establish pretext because she is unable to show any causal connection

assistant: The best answer is E. holding that the plaintiff cannot establish pretext because she is unable to show any causal connection
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: violations that demonstrate a pattern of misconduct or flagrant disregard for individual rights. Id. at 258-59. We hasten to add however, that errors of law may constitute ethical misconduct when the error “clearly and convincingly reflects bad faith, bias, abuse of authority, disregard for fundamental rights, intentional disregard of the law, or any purpose other than the faithful discharge of judicial duty.” Id. at 258. We adhere to these principles. Finally, in determining whether a judge has engaged in judicial misconduct, courts apply a reasonableness test. “[I]f a reasonably prudent and competent judge would consider that conduct obviously and seriously wrong in all the circumstances,” the judge’s action constitutes judicial misconduct. Matter of Benoit, 487 A.2d at 1163, 1162 (<HOLDING>). In the case before us, there is no suggestion Options: A. holding that a judges incarcerating defendants for noncriminal matters and detaining a juvenile for six weeks without assistance of counsel and without any evidence warranted censure and suspension B. holding that defendants conclusory allegation that trial counsel failed to object to leading questions without specifying such instances did not support a claim of ineffective assistance of counsel C. recognizing a constitutional claim for ineffective assistance of counsel D. recognizing that a criminal defendants right to counsel is the right to the effective assistance of counsel E. holding that the defendants ineffective assistance of counsel claims which were raised in a motion for a new trial and challenged on direct appeal were not barred in postconviction by the doctrine of res judicata because the defendants conviction and sentence were affirmed without a written opinion expressly addressing the claims of ineffective assistance of counsel

assistant: The best answer is A. holding that a judges incarcerating defendants for noncriminal matters and detaining a juvenile for six weeks without assistance of counsel and without any evidence warranted censure and suspension
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 no evidence that the immigration authorities have unreasonably prolonged [Young’s] removal proceedings and consequent detention.” Debel, 2014 WL 1689042, at *6; see also Demore, 538 U.S. at 532-33, 123 S.Ct. 1708 (Kennedy, J., concurring) (citing the lack of evidence of “an unreasonable delay by the [Government] in pursuing or completing deportation proceedings”); cf. Ly, 351 F.3d at 272 (noting that the petitioner’s detention was lengthened due to “the INS drag[ging] its heels indefinitely in making a decision”). Nor is there any “indication that [Young’s] continued detention ... will last indefinitely,” or — as discussed above — that his ultimate removal is unlikely. Orsino, 942 F.Supp.2d at 410; accord Debel, 2014 WL 1689042, at *6; cf. Zadvydas, 533 U.S. at 702, 121 S.Ct. 2491 (<HOLDING>); Monestime v. Reilly, 704 F.Supp.2d 453, Options: A. holding that an alien may be held in confinement until it has been determined that there is no significant likelihood of removal in the reasonably foreseeable future B. holding if there has been no termination of employment there has been no layoff or reduction in force C. holding that it is not known legally that an offense has been committed until there is a conviction D. recognizing that at a bond hearing there is no limit to the discretionary factors that may be considered in determining whether to detain an alien pending a decision on removal E. holding that the ins lacks authority under 1231a6 to detain a resident alien for more than a reasonable time beyond the removal period if there is no reasonable likelihood that the alien will be removed in the reasonably foreseeable future

assistant: The best answer is A. holding that an alien may be held in confinement until it has been determined that there is no significant likelihood of removal in the reasonably foreseeable future
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 headings of the paragraphs and subparagraphs of this Agreement are for convenience only and shall not control or affect the meaning or construction or limit the scope or intent of any of the provisions of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as (i) set forth in Schedule 4.3(b) of the Company Disclosure Letter, (ii) may be required under the Competition Laws set forth in Schedule 4.3(c) of the Company Disclosure Letter or (iii) would not, if not made or obtained, reasonably be expected to be, individually or in the aggregate, material to the Company, no consent of, filing with or notification to any court, Governmental Entity or third party, including a prime contractor or subcontract with respect to a Government Contract, is required to be obtained by the Company in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Transactions.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (W) 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, (X) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (Y) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (Z) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10 .

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: adamantly refused to admit that the materials he had accumulated and stored were hazardous wastes, a condition of his plea agreement. See United States v. Mancinas-Flores, 588 F.3d 677, 685 (9th Cir.2009) (explaining that a court may reject a plea for lack of a factual basis where the “defendant had denied committing a specific element of the offense or protested his innocence even after demonstrating that he understood the charge”). Wyman also (a) said that he signed the agreement only because the prosecutor imposed a deadline, (b) expressed continuing confusion over the possible maximum sentence, and (c) said that he had not known the district court had the discretion to depart from what the plea agreement recommended. See Tanner v. McDaniel, 493 F.3d 1135, 1146-47 (9th Cir.2007) (<HOLDING>). Because Wyman’s plea lacked a proper factual Options: A. holding that a guilty plea is voluntary and knowing only if the defendant understands the range of allowable punishment B. holding that a guilty plea must be both knowing and voluntary and must be a voluntary and intelligent choice among the alternative courses of action available to a defendant C. holding statute of limitations is not jurisdictional and can be waived by a voluntary plea of guilty D. holding that a defendant must have knowledge of the likely consequences of entering the guilty plea in order for a plea to be voluntary and knowing E. holding that a defendant is aware of the consequences of his plea for sentencing purposes and the plea is voluntary as long as he understands the length of time he might possibly receive

assistant: The best answer is A. holding that a guilty plea is voluntary and knowing only if the defendant understands the range of allowable punishment
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: interlocutory issue. Rule 14(B) states that such a motion "requesting the Court of Appeals ac-eept jurisdiction over an interlocutory appeal shall be filed within thirty (30) days of the date of the trial court's certification." Ind.App. R. 14(B)(2)(a). As such, we do not have jurisdiction over this issue and it must be dismissed. See Anonymous Doctor A v. Sherrard, 783 N.E.2d 296, 299 (Ind.Ct.App.2003) (dismissing an appeal when the appellant failed to petition the Court of Appeals to accept jurisdiction pursuant to Appellate Rule 14(B)). The Guillaumes argue that Appellate Rule 66(B) should allow our court to accept jurisdiction of the issue at this stage. We disagree and have previously declined such suggestions. See Daimler Chrysler Corp. v. Yaeger, 838 N.E.2d 449, 450 (Ind.2005) (<HOLDING>). Because this issue is dismissed, we do not Options: A. holding that an appellate court cannot consider an issue that was not preserved for appellate review B. holding that because record did not contain notice of appeal in compliance with rule 3 there was no appellate jurisdiction and appeal must be dismissed C. recognizing that the waiver rule is wholly consistent with the bias rule of practice as an appellate body D. holding that a failure to comply with rule 28a10 provides an appellate court a basis for disregarding the appellants arguments E. holding that appellate rule 66b does not authorize an interlocutory appeal that fails to comply with appellate rule 14

assistant: The best answer is E. holding that appellate rule 66b does not authorize an interlocutory appeal that fails to comply with appellate rule 14
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 detaded arbitration award [Sun and Cudu] have made a recovery for ad of the injuries they assert against SGS in this action.” II. On appeal, Sun and Cudu contend that the district court erred when it found that Sun and Cudu already had recovered at arbitration for ad of the injuries they asserted against SGS in this action. We review de novo a decision of the lower court on a motion to dismiss pursuant to Rule 12(b)(6). Brooks v. City of Winston-Salem, N.C., 85 F.3d 178 (4th Cir.1996). Dismissal under Rule 12(b)(6) is appropriate when, accepting as true the well-pleaded facts in the complaint and viewing them in the dght most favorable to the plaintiffs, the court finds with certainty that a plaintiff would not be entitled to relief under any set of facts that co 38 (4th Cir.2000)(<HOLDING>). As did the district court, we too find the Options: A. holding that one of the principal purposes of the qualified immunity doctrine is to shield officers not only from liability but also from defending against a lawsuit B. holding that the plaintiffs liability to the defendant was absolved as a result of the bankruptcy order and the defendants were barred from collecting debts from property of the plaintiffs C. holding the rule is an equitable doctrine that operates to reduce a plaintiffs recovery from the nonsettling defendant to prevent the plaintiff from recovering twice from the same assessment of liability D. recognizing that the alter ego doctrine is an equitable doctrine which should be used to prevent inequitable results E. recognizing that plaintiffs are prohibited from recovering in tort economic losses to which their entitlement flows only from a contract

assistant: The best answer is C. holding the rule is an equitable doctrine that operates to reduce a plaintiffs recovery from the nonsettling defendant to prevent the plaintiff from recovering twice from the same assessment of liability
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information that it believes constitutes or might constitute material, non-public information which is not otherwise disclosed in the Prospectus Supplement. The Company understands and confirms that the Purchasers will rely on the foregoing representation in effecting transactions in securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole, and in light of disclosures in the SEC Reports, do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made and when made, not misleading. The Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof.

assistant: Disclosures
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: subject to any third party rights in any preexisting content included within your user content , including company content , you retain ownership of any rights you may have in your user content and submitting your user content to the service does not transfer ownership of your rights .

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: As of the date hereof and immediately after giving effect to each Transaction under the Repurchase Agreement, the fair value of the assets of Guarantor is greater than the fair value of Guarantor’s liabilities (including, without limitation, contingent liabilities if and to the extent required to be recorded as a liability on Guarantor’s financial statements in accordance with GAAP), and Guarantor is not insolvent (as defined in 11 U.S.C. § 101(32)), is able to pay its debts as they mature and does not have an unreasonably small capital to engage in the business in which it is engaged and proposes to engage. Guarantor does not intend to incur, or believe that it has incurred, debts beyond its ability to pay as they mature. Guarantor is not contemplating the commencement of insolvency, bankruptcy, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official in respect of Guarantor or any of its assets.

assistant: Solvency
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 Acquiror Company has all requisite authority and power (corporate and other), governmental licenses, authorizations, consents and approvals to enter into this Agreement and each of the Transaction Documents to which the Acquiror Company is a party, to consummate the transactions contemplated by this Agreement and each of the Transaction Documents to which the Acquiror Company is a party and to perform its obligations under this Agreement and each of the Transaction Documents to which the Acquiror Company is a party. The execution, delivery and performance by the Acquiror Company of this Agreement and each of the Transaction Documents to which the Acquiror Company is a party have been duly authorized by all necessary corporate action and do not require from the Acquiror Company Board any consent or approval that has not been validly and lawfully obtained. The execution, delivery and performance by the Acquiror Company of this Agreement and each of the Transaction Documents to which the Acquiror Company is a party requires no authorization, consent, approval, license, exemption of or filing or registration with any Governmental Authority or other Person.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No course of dealing between the Parties hereto shall be effective to amend, modify, or change any provision of this Agreement. This Agreement may not be amended, modified, or changed in any respect except by an agreement in writing signed by the Party against whom such change is to be enforced. The Parties may, subject to the provisions of this Section 25.3, from time to time, enter into supplemental written agreements for the purpose of adding any provisions to this Agreement or changing in any manner the rights and obligations of the Parties under this Agreement or any Schedule hereto. Any such supplemental written agreement executed by the Parties shall be binding upon the Parties.

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: Notwithstanding any provisions of this Agreement or the Plan to the contrary, in the event of a Qualifying Termination that takes place following a Change in Control, the Option shall, to the extent not then vested and not previously forfeited, immediately become fully vested and exercisable. Additionally, in connection with any Change in Control, the provisions set forth in Section 3.6(f) of the employment agreement by and among the Participant, AmeriTeam Services, LLC and the Company, dated as of September 2, 2016, as may be amended from time to time (the “ Employment Agreement ”) are hereby incorporated by reference and shall apply to the Option.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: that the Supreme Court would prohibit plea bargaining in the case where a defendant possessed a small amount of marijuana, but would allow a bargain when the owner of a vehicle knowingly allowed a drunk person to drive their automobile.” The prefatory description of the offenses covered by the Guideline was not intended to be a definitive substantive description of each of the offenses subject to the plea bargain prohibition. Like the title of a statute, this general description is designed to identify the source of the substantive provisions that constitute the specific subject matter of the regulation. The title or general description of. a statute need not replicate each subject included within the statute. See Howard Savings Inst. v. Kielb, 38 N.J. 186, 200, 183 A.2d 401 (1962) (<HOLDING>); State v. Greene, 33 N.J.Super. 497, 500, 111 Options: A. holding that the title of an act is not an index but is merely a label B. holding that the act is not retroactive C. holding that the act is retroactive D. holding that a controversy that is a labor dispute within the meaning of the massachusetts act is not taken outside the scope of that act merely because it also involves breaches of an employment contract E. recognizing that a state courts determination is not an unreasonable application of law merely because it is erroneous

assistant: The best answer is A. holding that the title of an act is not an index but is merely a label
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: a careful reading of the portions of the complaint filed May 14, 1986, which were incorporated into the amended complaint filed June 6, 1989, the appellants’ answer to Hosack, Specht’s motion for summary judgment and the brief filed for this appeal does not make any such distinction. The Aliquippa School District did not plead a separate cause of action against Hosack, Specht on its own for recovery of its alleged investigative and attorneys’ fees. As such, we limit this holding to the negligence claim asserted by Lumbermens, as subrogee of the Aliquippa School District, against Hosack, Specht. Moreover, it would not appear that the Aliquippa School District could itself invoke nullum tempus to defeat the expired statute of limitations. See Borough of West Fairview v. Hess, supra, Options: A. holding that borough could not invoke nullum tempus to assert untimely claim against auditors for alleged negligence B. holding that a litigant may not claim standing to assert the rights of a third party C. holding that a plaintiff could not assert a 1981 claim based on gender discrimination D. holding that a negligence claim against an insured and a bad faith claim against the insurer are not separate as the first must be proved to prevail on the second E. holding that a negligence claim is not a personal injury tort claim

assistant: The best answer is A. holding that borough could not invoke nullum tempus to assert untimely claim against auditors for alleged negligence
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 obligations of Borrowers under Sections 3.6, 3.7, 3.8, 4.19(h), and 16.5 and the obligations of Lenders under Section 14.7, shall survive termination of this Agreement and the Other Documents and payment in full of the Obligations.

assistant: Survival
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: evidence that his net yearly income, averaging the years 2009 through 2011, was $138,056, or about $11,505 monthly. See In re Marriage of Knickerbocker, 601 N.W.2d 48, 53 (Iowa 1999) (explaining that when a person’s income fluctuates, the court must average the person’s income over a reasonable period of years). Melissa argues Scott’s income is higher. She presented evidence that Scott’s net income, again- averaging the years 2009 through 2011, was $284,889, or about $23,741 monthly. The disparity results from a dispute over whether to calculate Scott’s income using straight-line or accelerated-depreciation deductions under the Internal Revenue Code. See I.R.C. § 168 (2006). Notably, our caselaw favors the straight-line method of depreciation. See Knickerbocker, 601 N.W.2d at 52 (<HOLDING>); In re Marriage of Gaer, 476 N.W.2d 324, 329 Options: A. holding that the court of appeals may not reverse a trial courts judgment in the absence of properly assigned error B. holding that an issue first argued in a reply brief is not properly before a court of appeals C. holding that the court of appeals may not overrule modify or withdraw language from a previously published decision of the court of appeals D. holding a new constitutional challenge not raised in district court was not properly before court of appeals E. holding court of appeals properly recalculated income under straightline method of depreciation

assistant: The best answer is E. holding court of appeals properly recalculated income under straightline method of depreciation
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: Executive shall diligently, and to the best of his ability, perform all such duties normally incident to the position of President and Chief Executive Officer, as well as other duties and responsibilities that may be assigned by the Board of Directors of the Company. Executive will use his best efforts to promote the interests of the Company. As a Cypress employee, Executive is required to follow all of Cypress’ policies, including but not limited to Cypress’ Code of Business Conduct and Ethics.

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 legal provision and list the applicable contract clause categories. Provision: There are no Liens of any nature whatsoever on any of the properties or assets (other than Equity Interests) of Holdings or any of the Subsidiaries (other than Liens permitted by Section 6.02). There are no Liens of any nature whatsoever on any of the Equity Interests in the Borrower or any other Subsidiary (other than Liens created pursuant to or permitted by this Agreement and Permitted Equity Collateral Liens).

assistant: Liens
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: cannot either. See United States v. Novak, 476 F.3d 1041, 1063 (9th Cir.2007) (en banc) (noting that, “because the government’s right is to step into the defendant’s shoes, it will not be able unilaterally to cash out a retirement plan when ERISA requires that lump sum payments be made payable only with spousal consent”). And many retirement accounts—very likely t provision. It provides that a restitution judgment may be enforced against all of the defendant’s property “Notwithstanding any other Federal law,” 18 U.S.C. § 3613(a), and while it lists exceptions— including the CCPA’s 25 percent cap on the garnishment of disposable earnings— ERISA’s anti-alienation provision is not among them. ERISA thus is no obstacle to the requested turnover order. See Novak, 476 F.3d at 1046-7 (<HOLDING>); cf. United States v. Hosking, 567 F.3d 329, Options: A. holding that erisas antialienation statute precluded imposition of a constructive trust on pension benefits owed to an individual convicted of embezzlement B. holding that a proper waiver of interest by a nonpartieipant in a plan is not preempted by erisas antialienation provisions C. holding that the scfra provision allowing the state to redirect prisoners pension checks to prison account violated erisas antialienation provision and was therefore preempted by erisa D. holding that the mvra overrides erisas antialienation provision E. holding that fehbas complete preemption provision closely resembles erisas express preemption provision and precedent interpreting the erisa provision thus provides authority for cases involving the fehba provision

assistant: The best answer is D. holding that the mvra overrides erisas antialienation provision
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 is authorized to purchase, own and be the beneficiary of a policy of insurance of the life of Executive in such amounts as the Company may elect to compensate the Company for the loss of Executive. If requested by the Company, Executive shall submit to such examinations as may be prescribed by the Company’s insurer in furtherance of such application for insurance.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except in the ordinary course of the Company’s business, as a patent infringement monetization company, there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”) which (i) adversely affects or challenges the legality, validity or enforceability of any of this Agreement or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the SEC involving the Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.

assistant: Litigations