flwrlabs/fed-legal huggingface dataset:
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: And that is to say that under the clause in question there must be some exercise of the option, some affirmative act skowing an intent to elect to accelerate So.2d 1041 (Ala.1982); Trigg v. Arnott, 22 Cal.App.2d 455, 71 P.2d 330, 332 (1937); Kamaole Resort Twenty-One v. Fiche Hawaiian Invs., 60 Haw. 413, 418, 591 P.2d 104, 108 (1979) (concluding that where there was “no finding” or “any suggestion in the record” indicating that a mortgagee had exercised its acceleration option after the mortgagor defaulted on his or her interest payments, it was error for the trial court to compute interest at the 15% default rate for any period prior to the date the principal matured under the promissory note at issue); United Benefit Life Ins. Co. v. Holman, 177 Neb. 682, 130 N.W.2d 593, 595 (1964) (<HOLDING>); Florance v. Friedlander, 209 Va. 520, 165 Options: A. holding that where a mortgagee is acting on behalf of the note holder there is no disconnection between note and mortgage and the mortgagee may foreclose B. holding that a mortgage transfer does not take effect until the mortgagee gives value in exchange for the mortgage C. holding the assignment of the mortgage once the original grant by the mortgagor to the mortgagee has been perfected does not involve a transfer of the property of the debtor D. holding that in a case in which an omitted junior mortgagee foreclosed its mortgage the junior mortgagee had the absolute right to redeem from the senior mortgagee who had purchased the property at a sale following foreclosure of the senior mortgage E. holding that where acceleration of the maturity of a mortgage debt on default is made optional with the mortgagee the mortgagee must take some affirmative action evidencing its election to take advantage of the accelerating provision and until such action has been taken the provision has no operation

assistant: The best answer is E. holding that where acceleration of the maturity of a mortgage debt on default is made optional with the mortgagee the mortgagee must take some affirmative action evidencing its election to take advantage of the accelerating provision and until such action has been taken the provision has no operation
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, without expanding such party’s obligations under the Restructuring Support Agreement other than as specifically contemplated hereby, shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party hereto may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby, in each case at the cost of CEOC.

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: Except as otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing and mailed, sent by telecopier or delivered, (a) if to any Guarantor, at the address specified for it in the Credit Agreement (or if no such address is specified, to it c/o the Borrower), with a courtesy copy to the Borrower at its address specified in or pursuant to the Credit Agreement, (b) if to the Administrative Agent, to it at its Notice Office, or (c) if to any Lender, at its address specified in or pursuant to the Credit Agreement; or in any case at such other address as any of the Persons listed above may hereafter notify the others in writing. All such notices and communications shall be mailed, sent via telecopier, sent by overnight courier or delivered, and shall be effective when received.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the district court’s conclusion that the MCCA mandates a resource-first approach because there is no express provision for the pre-eligibility transfer of income. First, the MCCA does not prohibit the pre-eligibility transfer of income from the institutionalized spouse to the community spouse. Subsections (b) and (d), although not setting forth conditions for the transfer of income prior to the eligibility determination, do not expressly prohibit such a transfer. The better reading of subsections (b) and (d) is that these subsections provide a framework for preserving income for the community spouse by limiting the amount of the eligible institutionalized spouse’s income which must be used to pay medical expenses. See Thomas v. Commissioner, 425 Mass. 738, 682 N.E.2d 874, 879 (1997) (<HOLDING>). Moreover, the purpose of the pre-eligibility Options: A. holding erisa plan interpretation is simply one of contract interpretation B. holding that the prior conviction was valid for calculation of the defendants criminal history because his waiver of the right to counsel was valid C. holding that massachusetts incomefirst approach was a valid interpretation of 1396r5 D. holding that incomefirst approach is permissible interpretation of mcca E. holding an administrative interpretation cannot change the meaning of a statute or control the courts interpretation of it

assistant: The best answer is C. holding that massachusetts incomefirst approach was a valid interpretation of 1396r5
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you represent and warrant that : ( i ) you own the user content posted by you on or through the service or otherwise have the right to grant the license set forth in these terms ; ( ii ) the posting and use of your user content on or through the service does not violate the privacy rights , publicity rights , copyrights , contract rights , intellectual property rights , or any other rights of any person , including , but not limited to , the rights of any person visible in any of your user content ; ( iii ) the posting of your user content on the service will not require us to obtain any further licenses from or pay any royalties , fees , compensation or other amounts or provide any attribution to any third parties ; and ( iv ) the posting of your user content on the service does not result in a breach of contract between you and a third party .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Group Member has filed or caused to be filed all material Federal, state and other Tax returns that are required to be filed and has paid all Taxes shown to be due and payable on said returns or on any assessments made against it or any of its property and all other material Taxes, fees or other charges imposed on it or any of its property by any Governmental Authority (other than (i) any the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the relevant Group Member, or (ii) to the extent that the failure to file or pay, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect); no Tax Lien has been filed, and, to the knowledge of the Parent Borrower, no claim is being asserted, with respect to any such Tax, fee or other charge.

assistant: Taxes
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: use taxes from 1993 and 1994 and determined that the Community owed $186,277 in back taxes. After two attempts (not at issue on appeal) to offset those taxes, the State in 2005 offset $34,166.31 in federal funds, consisting primarily of funding for Medicaid and the Special Supplemental Nutrition Program for Women, Infants, and Children, also known as WIC. The Community claims that this offset violated its Fourth, Fifth, and Fourteenth Amendment rights, as well as statutory rights created by the federal programs whose funds were offset. The District Court concluded that, based on the rights it was asserting, the Community was not a “person” within the meaning of § 1983 and, therefore, not entitled to bring suit. In Inyo County v. Paiute-Shoshone Indians, the Supre 6 L.Ed. 1346 (1942) (<HOLDING>). In Inyo County, the tribe’s § 1983 action was Options: A. holding that a state as a purchaser of asphalt was a person when suing under the sherman act for restraint of trade B. holding that plaintiffs complaint failed to state a claim under section 1 of the sherman act C. holding only that a particular ancillary restraint did not constitute a per se violation of the sherman act and remanding for a determination of the case under a rule of reason analysis D. holding that a foreign nation as a purchaser of antibiotics was a person when suing pharmaceutical manufacturers for violating antitrust laws E. holding that same activity violated 2 of the sherman act

assistant: The best answer is A. holding that a state as a purchaser of asphalt was a person when suing under the sherman act for restraint of trade
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: however , we retain the right to bring legal proceedings in any jurisdiction where we believe that infringement of our intellectual property rights or breach of those terms is taking place or originating .

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: Hotz .... The Court sent the issue of breach, not the existence of the relationship, to the jury. Id. at 459, 578 S.E.2d at 715-16 (emphasis added). Thus, to the extent the Court of Appeals states in Spence III that a question of fact exists as to whether a fiduciary duty is owed in the current matter, this was error. However, we find the Court of Appeals was correct in determining summary judgment should be reversed because a question of fact exists as to whether Wingate breached a fiduciary duty to Mrs. Spence. It is undisputed that attorneys owe fiduciary duties to existing clients. In addition, fiduciary duties created by an attorney-client relationship may be breached even though the formal representation has ended. See, e.g., Burnett v. Sharp, 328 S.W.3d 594 (Tex.App.2010) (<HOLDING>). The Court of Appeals cited Rule 1.9(a) of the Options: A. holding that economic loss rule barred claim for breach of fiduciary duty where plaintiffs claim arose solely as a result of the existence of a contract between the parties B. holding that plaintiffs were entitled to a jury trial on claim of breach of fiduciary duty where underlying claim was a common law negligence action C. holding breach of fiduciary duty claim is essentially a negligence or professional malpractice claim D. holding the plaintiffs claim against a former attorney for breach of fiduciary duty for failure to return the unearned portion of a retainer fee constituted a viable claim even though the attorneys representation had ended E. holding that breach of fiduciary duty claim was preempted by fehba

assistant: The best answer is D. holding the plaintiffs claim against a former attorney for breach of fiduciary duty for failure to return the unearned portion of a retainer fee constituted a viable claim even though the attorneys representation had ended
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: his own defense is fundamental to the fairness of the adversary system. Chambers v. Mississippi, 410 U.S. 284, 302, 93 S.Ct. 1038, 1049, 35 L.Ed.2d 297 (1973). However, the decision whether to employ the right to compulsory process in a given case rests with the defendant, and “[t]he very nature of the right requires that its effective use be preceded by deliberate planning and affirmative conduct.” Taylor v. Illinois, 484 U.S. 400, 410, 108 S.Ct. 646, 653-54, 98 L.Ed.2d 798 (1988). The Supreme Court has concluded that “[i]t would demean the high purpose of the Compulsory Process Clause” to construe it to exempt defendants from “adherence to rules of procedure that govern the orderly presentation of facts and arguments” in the adversary process. Id. at 416, 411, 108 S.Ct. at 656, 654 (<HOLDING>). Defendants may constitutionally be required Options: A. holding that exclusion of defense witness does not violate sixth amendment where defendant failed to comply with discovery rule requiring that witnesses be identified before trial B. holding that exclusion of testimony as collateral and of speculative relevance did not violate defendants sixth and fourteenth amendment rights C. holding that a criminal defendant has a sixth amendment right to counsel at trial D. holding that the exclusion of prospective jurors from either the area where the crime was committed or where the defendant resided does not violate the sixth amendment E. holding that rule 606b does not violate the sixth amendment

assistant: The best answer is A. holding that exclusion of defense witness does not violate sixth amendment where defendant failed to comply with discovery rule requiring that witnesses be identified before trial
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The audited balance sheet and the related statements of income, stockholder’s equity and cash flow of Guarantor as of and for the fiscal year ended December 31, 2010, copies of which have heretofore been furnished to each Lender, present fairly the financial condition and results of operation and cash flows of Guarantor as of such date and for such period. The unaudited balance sheet and the related statements of income, stockholder’s equity and cash flow of Guarantor as of and for the fiscal quarter ended March 31, 2011, copies of which have heretofore been furnished to each Lender, present fairly the financial condition and results of operations and cash flows of Guarantor as of such date and for such periods.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Notwithstanding any other provision of this Article IV , each Purchaser covenants that the Shares may be disposed of only pursuant to an effective registration statement under, and in compliance with the requirements of, the Securities Act, or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, and in compliance with any applicable state and federal securities laws. In connection with any transfer of the Shares other than (i) pursuant to an effective registration statement, (ii) to the Company, (iii) pursuant to Rule 144 ( provided , that such Purchaser provides the Company with reasonable assurances (in the form of seller and, if applicable, broker representation letters) that the securities may be sold pursuant to such rule) or (iv) in connection with a bona fide pledge as contemplated in Section 4.1(b) , the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Shares under the Securities Act.

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: This Agreement, including exhibits, constitutes the entire agreement of the Parties with respect to the subject matter of this Agreement, and supersedes all other prior negotiations, agreements and understandings, whether written or oral, among the Parties with respect to the subject matter of this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 401, 50 L.Ed.2d 343 (1976) (citing United Housing Foundation, Inc. v. Forman, 421 U.S. 837, 858-59, n. 25, 95 S.Ct. 2051, 44 L.Ed.2d 621 (1975); Espinoza v. Farah Mfg. Co., 414 U.S. 86, 94, 94 S.Ct; 334, 38 L.Ed.2d 287 (1973)) (noting that courts have refused to follow administrative guidelines when they conflict with past pronouncements of an agency); see also Motor Vehicle Mfrs. Ass’n v. State Farm Mut. Auto. Ins. Co., 463 U.S. 29, 57, 103 S.Ct. 2856, 77 L.Ed.2d 443 (1983) (requiring an agency to provide reasoned analysis before changing its standards). The majority’s reliance by analogy on state police power legislation is particularly inappropriate considering that the federal government lacks a similar police power. See Lottery Case, 188 U.S. 321, 23 S.Ct. 321, 47 L.Ed. 492 (1903) (<HOLDING>). Although I will discuss this point more fully Options: A. holding there is no such thing as a nonviolent burglary B. recognizing that a municipal council acting as a governmental agency is bound always to act as trustee of the power delegated to it and may not surrender or restrict any portion of such power conferred upon it C. holding that under the public standing doctrine it is only necessary that the relator shall be a citizen and as such interested in the execution of the laws D. holding that there is no such thing as a federal police power except in respect of those specific subjects delegated to congress such as treason counterfeiting piracies and felonies on the high seas and offences against the laws of nations E. holding such action violative of the high obligation of good faith and fair dealing imposed by such agreements

assistant: The best answer is D. holding that there is no such thing as a federal police power except in respect of those specific subjects delegated to congress such as treason counterfeiting piracies and felonies on the high seas and offences against the laws of nations
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, its Subsidiaries, and, to the best knowledge of the Company after due inquiry, the Drilling Partnerships have insurance covering their respective properties, operations, personnel and businesses, which insurance is in amounts and insures against such losses and risks as are adequate to protect the Company, its Subsidiaries, the Drilling Partnerships and their respective businesses with respect to matters covered by such insurance consistent with customary industry standards; and none of the Company, any of its Subsidiaries or, to the best knowledge of the Company after due inquiry, any Drilling Partnership has (i) received notice from any insurer or agent of such insurer that material capital improvements or other expenditures are required or necessary to be made in order to continue such insurance or (ii) any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage at reasonable cost from similar insurers as may be necessary to continue its business.

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: Any provision of this Fourth Amendment or any other Loan Document which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating the remainder of such provision or the remaining provisions hereof or thereof or affecting the validity or enforceability of such provision in any other jurisdiction.

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 Plan and this Agreement (including all Exhibits thereto, if any) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and the Participant with respect to the subject matter hereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as specifically provided in the Plan or this Agreement, all notices and other communications required or permitted under the Plan and this Agreement shall be in writing and shall be given either by email to the email addresses for the director or the Company as the case may be, by personal delivery or by regular mail. All such communications to the Company shall be addressed to it, to the attention of its Chief Executive Officer and to the Director at the Director’s last address appearing on the records of the Company or, in each case, to such other person or address as may be designated by like notice hereunder.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement is intended to be performed in accordance with, and only to the extent permitted by, all applicable laws, ordinances, rules and regulations of the jurisdictions in which the Company does business. If any provision of this Agreement, or the application thereof to any person or circumstance, shall, for any reason and to any extent, be invalid or unenforceable, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected thereby, but rather shall be enforced to the greatest extent permitted by law.

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: Except as set forth on Schedule 5.9 , no Target Company is or has been in material conflict or non-compliance with, or in material default or violation of, nor has any Target Company received, since January 1, 2009, any written or, to the Knowledge of the Company, oral notice of any material conflict or non-compliance with, or material default or violation of, any applicable Laws by which it or any of its properties, assets, employees, business or operations are or were bound or affected.

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: The unpaid principal amount of the Revolving Advances shall bear interest prior to maturity at a varying rate per annum equal from day to day to the lesser of (a) the Maximum Rate or (b) the Adjusted LIBOR Rate, and each change in the rate of interest charged on the Revolving Advances shall become effective, without notice to Borrower or any Obligated Party, on the effective date of each change in the One Month ICE LIBOR or the Maximum Rate, as the case may be; provided, however, if at any time the rate of interest specified in clause (b) preceding shall exceed the Maximum Rate, thereby causing the interest on the Revolving Advances to be limited to the Maximum Rate, then any subsequent reduction in the One Month ICE LIBOR shall not reduce the rate of interest on the Revolving Advances below the Maximum Rate until the aggregate amount of interest actually accrued on the Revolving Advances equals the amount of interest which would have accrued on the Revolving Advances if the interest rate specified in clause (b) preceding had at all times been in effect. Accrued and unpaid interest on the Revolving Advances shall be payable on the first (1st) day of each month commencing on May 1, 2017, and on the Termination Date. Notwithstanding the foregoing, if an Event of Default has occurred and is continuing, at the option of Lender, the outstanding principal of the Revolving Advances shall bear interest at the Default Rate.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any term or provision of this Agreement that is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability and shall not render invalid or unenforceable the remaining terms and provisions of this Agreement or affect the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.

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 case excerpt and choose the best holding from the options. Case excerpt: RICO claims, which seek treble damages for racketeering acts. All of the Defendants here are potentially liable, yet aside from Pablo, no other Defendant has even a fraction of his assets under attachment in Switzerland.- Moreover, even with respect to Pablo’s liability, the Plaintiff seeks to establish liability for a debt, not compel the relinquishment of specific, identifiable property in Switzerland. Indeed, although the Complaint asserts that stolen funds passed through Swiss accounts over which Pablo had control, it does not allege that such funds presently are in those same accounts. Thus, no identifiable bar precludes this Court from rendering appropriate relief to Ms. Madanes while still respecting the integrity of the Swiss action. See Central States, 600 F.2d at 675 n. 7 (<HOLDING>); cf. United States v. $3,000,000 Obligation, Options: A. holding the claimant does not consent to personal jurisdiction by appearing in in rem action B. holding that in a quasi in rem action a district court does not have jurisdiction over the res when that property is not physically within the same state as the court C. holding that where prior state court had in rem jurisdiction district court could maintain in personam jurisdiction and simply deny requests for conflicting in rem relief because district court is fully capable of preventing inappropriate conversion of the suit to a proceeding truly in rem D. holding that the basis of in rem jurisdiction is the presence of the subject property within the territorial jurisdiction of the forum state E. holding that a party cannot waive in rem jurisdiction under florida law and a court proceeding pursuant to in rem jurisdiction must actually possess in rem jurisdiction over the property that is the subject of the matter

assistant: The best answer is C. holding that where prior state court had in rem jurisdiction district court could maintain in personam jurisdiction and simply deny requests for conflicting in rem relief because district court is fully capable of preventing inappropriate conversion of the suit to a proceeding truly in rem
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: district is premised upon a minority group gaining support from voters in the typically Caucasian majority to elect the candidate of the minority group’s choice. In apparent contradiction, the third Gingles precondition requires that the majority population vote “sufficiently as a bloc to enable it. .. usually to defeat the minority’s preferred candidate.” Gingles, 478 U.S. at 51, 92 L. Ed. 2d at 47. Consequently, if the majority group does not vote sufficiently as a bloc, the third Gingles prong cannot be met. When a minority group is able to accumulate sufficient crossover Caucasian votes that the minority candidate is successful, however, the Gingles premise that the Caucasian majority votes as a bloc to defeat the minority group’s candidate is undermined. Metts, 363 F.3d at 12 (<HOLDING>). In short, a high level of crossover voting is Options: A. holding that plaintiffs tennessee voters had a plain direct and adequate interest in maintaining the effectiveness of their votes and therefore had standing to maintain the action B. recognizing the tension in any effort to satisfy both the first and third prong of gingles and observing that to the extent that africanamerican voters have to rely on crossover voting to prove they have the ability to elect a candidate of their choosing their argument that the majority votes as a bloc against their preferred candidate is undercut C. recognizing the right of individuals to associate for the advancement of political beliefs and the right of qualified voters regardless of their political persuasion to cast their votes effectively D. holding that prospective jurors should have been excused for cause because they did not affirmatively state that their bias against the plaintiffs would not affect their ability to render an impartial verdict E. holding that it was proper for court to rely on affidavits of defendants representatives in negotiations because their personal knowledge and competence to testify are reasonably inferred from their positions and the nature of their participation in the matters to which they swore

assistant: The best answer is B. recognizing the tension in any effort to satisfy both the first and third prong of gingles and observing that to the extent that africanamerican voters have to rely on crossover voting to prove they have the ability to elect a candidate of their choosing their argument that the majority votes as a bloc against their preferred candidate is undercut
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed, including execution by electronic or facsimile signature, in one or more counterparts, each of which shall be deemed an original, and all of which together shall be deemed to be one and the same instrument.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: apply because the putative class includes some individual policyholders who received something other than shares of ... common stock ... and thus were not “purchasers” of “covered securities.” This argument is foreclosed by the Supreme Court’s recent decision in Merrill Lynch, Pierce, Fenner & Smith v. Dabit, holding that it is not “the identity of the plaintiffs,” but the alleged conduct of the defendants that “determine[s] whether the complaint alleges fraud ‘in connection with the purchase or sale’ of securities.” Accordingly, [the plaintiff] cannot avoid SLUSA’s application by including some nonpurchasers or nonsellers of covered securities in the putative class. Sofonia v. Principal Life Ins. Co., 465 F.3d 873, 879 n. 4 (8th Cir.2006); see also Spencer, 2006 WL 3408043, at *6-*7 (<HOLDING>). Because both Dabit and Sofonia focus on the Options: A. holding that a third party who receives trust property on inquiry notice that a trustee has misappropriated trust funds is also liable for breach of trust B. holding that slusa preempts claims which allege a material misrepresentation or omission in connection with the purchase or sale of securities whether or not that allegation is an element of or otherwise necessary to the putative state claim C. holding that a trust beneficiarys state law claims concerning investment of trust assets in affiliated mutual funds satisfied the in connection with a purchase or sale of security requirement of slusa D. holding that a claim arises from the purchase or sale of a security only if there is an allegation of fraud in the purchase sale or issuance of the instrument E. holding that the beneficiary of a trust was not the real party in interest regarding rights owned by the trust

assistant: The best answer is C. holding that a trust beneficiarys state law claims concerning investment of trust assets in affiliated mutual funds satisfied the in connection with a purchase or sale of security requirement of slusa
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 owns or possesses adequate and legally enforceable rights or licenses to use all trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and all other intellectual property rights necessary to conduct its business as now conducted. The Company does not have any knowledge of any infringement by the Company of trademark, trade name rights, patents, patent rights, copyrights, inventions, licenses, service names, service marks, service mark registrations, trade secret or other intellectual property rights of others, and, to the knowledge of the Company, there is no Claim being made or brought against, or to the Company’s knowledge, being threatened against, the Company regarding trademark, trade name, patents, patent rights, invention, copyright, license, service names, service marks, service mark registrations, trade secret or other intellectual property infringement; and the Company is unaware of any facts or circumstances which might give rise to any of the foregoing.

assistant: Intellectual Property
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: In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without the said provision; provided , however , that in such event this Agreement shall be interpreted so as to give effect, to the greatest extent consistent with and permitted by applicable law, to the meaning and intention of the excluded provision as determined by such court of competent jurisdiction.

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: Each Loan Party will, and will cause each Subsidiary to, comply in all material respects with all Requirements of Law applicable to it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Cooperate fully, completely and promptly with Buyer, its counsel, and all auditors in connection with providing Buyer at Seller’s expense all Seller audited and reviewed financial statements required by the Commission and Regulation S-X promulgated under the Securities Act for inclusion in the Buyer’s Form 8-K.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 346 (1985). A pattern is shown through two or more related acts of racketeering activity that “amount to or pose a threat of continued criminal activity.” Wisdom v. First Midwest Bank, 167 F.3d 402, (8th Cir.1999) (quoting United HealthCare Corp., v. Am. Trade Ins. Co., 88 F.3d 563, 571 (8th Cir.1996)). Appellants’ RICO claim was dismissed without prejudice for failure to set forth the predicate acts of mail and wire fraud with the particularity required by Rule 9(b) of the Federal Rules of Civil Procedure. Rule 9(b) requires that a party alleging fraud or mistake “state with particularity the circumstances constituting a fraud or mistake.” Fed.R.Civ.P. 9(b); see Murr Plumbing, Inc. v. Scherer Bros. Fin. Srvcs. Co., 48 F.3d 1066, 1069 (8th Cir.1995) (citing 18 U.S.C. §§ 1341, 1343) (<HOLDING>). Appellants’ amended complaint alleges in very Options: A. holding that heightened pleading standards of fed rcivp 9b apply to fraud elements of rico claim B. holding that plaintiffs must provide more than conclusory allegations to satisfy rule 9bs requirement that circumstances of fraud be pleaded with particularity C. holding that the federal false claims act is an antifraud statute to which rule 9bs heightened pleading requirements apply D. holding that a plaintiff cannot avoid the securities fraud exception by pleading mail fraud or wire fraud if the conduct giving rise to those offenses also amounts to securities fraud E. holding that rule 9bs heightened pleading requirement applies to allegations of mail and wire fraud used as predicate acts for a rico claim

assistant: The best answer is E. holding that rule 9bs heightened pleading requirement applies to allegations of mail and wire fraud used as predicate acts for a rico 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 financial statements of each Borrower Party, copies of which have been furnished to Lender, (i) are, as of the dates and for the periods referred to therein, complete and correct in all material respects, (ii) present fairly the financial condition and results of operations of the related Borrower Party as of the dates and for the periods indicated and (iii) have been prepared in accordance with GAAP consistently applied, except as noted therein (subject as to interim statements to normal year-end adjustments). Since the date of the most recent financial statements, there has been no Material Adverse Change with respect to any Borrower Party. Except as disclosed in such financial statements or pursuant to Section 7.01 hereof, no Borrower Party is subject to any contingent liabilities or commitments that, individually or in the aggregate, have a material possibility of causing a Material Adverse Change with respect to any Borrower Party.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: phrase “In general.” as indicating that the enumerated examples within the regulation constitute a non-exhaustive list. “Titles and section headings cannot limit the plain meaning of statutory text where that text is clear.” 1A Sutherland Statutory Construction § 18:7 n. 11 (7th ed.) (emphasis added) (citing M.A. ex rel. E.S. v. State-Operated School Dist. of City of Newark, 344 F.3d 335 (3d Cir. 2003)). Moreover, the title can not be used “to create ambiguity where none existed.” Id. Following these principles, the Fourth Circuit has stated, “ ‘the title of a statute cannot limit the plain meaning of the text. For interpretive purposes, [the title] is of use only when it sheds light on some ambiguous word or phrase.’ ” United States v. Buculei, 262 F.3d 322, 331 (4th Cir.2001) (<HOLDING>) (quoting Pennsylvania Dep’t of Corrections v. Options: A. holding that the state statute returns the matter of subrogation to state law ujnless the statute is excluded from the reach of the saving clause by virtue of the deemer clause B. holding that the statute is mandatory C. holding that the title of the statute did not limit the reach of the statute D. recognizing wide reach of jurisdiction under title 11 E. holding that the statute qualifies as an exemption 3 statute

assistant: The best answer is C. holding that the title of the statute did not limit the reach of the statute
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: IX’s meaning, it is a case of statutory interpretation and is a pure question of law. See Commonwealth v. Bortz, 589 Pa. 431, 909 A.2d 1221, 1223 (2006). Questions of law are subject to a de novo standard of review, and the scope of review is plenary. Craley v. State Farm Fire and Casualty Company, 586 Pa. 484, 895 A.2d 530, 539 n. 14 (2006). DPW argues Article IX confers broad regulatory power on DPW, providing it with supervisory authority over “all children’s institutions within this Commonwealth.” 62 P.S. § 902(3). DPW contends the language authorizing the supervision of child day care facilities is more explicit than the language Hospital Association of Pennsylvania relied on to uphold extensive regulations under Article IX. See Hospital Association of Pennsylvania, at 734-35 (<HOLDING>). Finally, DPW questions the Commonwealth Options: A. holding article ix gives department of health power to establish rules and regulations although article ix lacks express grant of authority B. holding that a claim for retaliation does not lie under title ix C. holding that discriminatory employment practices are cognizable under title ix D. holding that federal law governs remedies available under title ix E. holding that a claim for damages exists in an action to enforce title ix

assistant: The best answer is A. holding article ix gives department of health power to establish rules and regulations although article ix lacks express grant of authority
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Participant agrees that the restrictions contained in this Agreement are necessary for the protection of the business, Confidential Information, customer relationships, and goodwill of the Company and are considered by the Participant to be reasonable for that purpose, and that the scope of restricted activities, the geographic scope, and the duration of the restrictions set forth in this Agreement are considered by the Participant to be reasonable. The Participant further agrees that any breach of any of the restrictive covenants in this Agreement would cause the Company substantial, continuing, and irrevocable harm for which money damages would be inadequate and therefore, in the event of any such breach or any threatened breach, in addition to such other remedies as may be available, the Company shall be entitled to specific performance and injunctive relief. This Agreement shall not in any way limit the remedies in law or equity otherwise available to the Company or its Affiliates (as defined below). The Participant further agrees that to the extent any provision or portion of the restrictive covenants of this Agreement shall be held, found, or deemed to be unreasonable, unlawful, or unenforceable by a court of competent jurisdiction, then any such provision or portion thereof shall be deemed to be modified to the extent necessary in order that any such provision or portion thereof shall be legally enforceable to the fullest extent permitted by applicable law. Without limitation to any other remedies available hereunder or at law, in the event of any breach of any of the restrictive covenants in this Agreement by the Participant, the Participant agrees that (i) any PBRSU Shares issued by the Company to the Participant pursuant to this Agreement shall be forfeited for no consideration; (ii) in the event that the Participant sold the PBRSU Shares issued to the Participant pursuant to this Agreement, then the Participant shall be required to pay to the Company in cash, within thirty (30) days of a request by the Company for such payment, the price at which the Participant sold the shares; and (iii) in the case of unvested Granted PBRSUs, such unvested Granted PBRSUs will automatically be forfeited for no consideration.

assistant: Enforcements
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, for all purposes, be governed by, construed and enforced in accordance with the laws of England and Wales, without giving effect to any conflict of law rules. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the London Court of International Arbitration (LCIA) Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one (1), the seat, or legal place, of arbitration shall be London, and the language to be used in the arbitral proceedings shall be English. Neither the UNCITRAL Convention for the International Sale of Goods, nor any other unified laws relating to the conclusion and implementation of contracts for the international sale of goods, shall apply.

assistant: Governing Laws