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: of PWID marijuana within proximity of a school. Significantly, plea counsel stated at the plea proceeding that Husband was originally “charged with everything,” but she “was able to get the solicitor who had the case at the time to dismiss all of his cases.” A review of the plea proceeding also reveals that plea counsel argued for leniency on behalf of Husband by comparing his more limited involvement in the crimes to that of Petitioner. We believe plea counsel’s approach essentially pitted Husband against Petitioner, which was clearly detrimental to Petitioner’s interests. In light of the foregoing, we find Petitioner established that an actual conflict of interest adversely affected her plea coun sel’s performance. See Thomas v. State, 346 S.C. 140, 143-45, 551 S.E.2d 254, 256 (2001) (<HOLDING>); see also Staggs v. State, 372 S.C. 549, Options: A. holding that absent an actionable injury to one spouse the other spouse cannot recover for loss of consortium B. holding that plaintiffs motion to amend her complaint to add her husband as a defendant did not relate back because her failure to sue her husband was not due to misnomer or mistake involving the identity of the proper party but because the law at the time of the complaint did not allow one spouse to sue another in tort C. holding petitioner in pcr proceeding demonstrated actual conflict of interest that affected her counsels performance given counsel jointly represented petitioner and her husband in a case where solicitor offered a plea bargain that would allow the charge against one spouse to be dismissed if the other spouse would plead guilty to the entire amount of cocaine D. holding that an adverse action taken solely against a spouse in retaliation for conduct of the other spouse should be analyzed as a claimed violation of a first amendment right of intimate association E. holding that knowledge of prohibited activities is not necessarily the same as fraudulent intent and that the code does not allow attribution of intent from spouse to spouse

assistant: The best answer is C. holding petitioner in pcr proceeding demonstrated actual conflict of interest that affected her counsels performance given counsel jointly represented petitioner and her husband in a case where solicitor offered a plea bargain that would allow the charge against one spouse to be dismissed if the other spouse would plead guilty to the entire amount of cocaine
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement, including its Exhibit A, contains the entire understanding and agreement among the Parties concerning the subject matter hereof and supersedes all prior agreements, understandings, discussions, negotiations, and undertakings, whether written or oral, among them with respect thereto.

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: This Agreement has been, and each of the Rights Agreements, when delivered hereunder, will have been, duly executed and delivered by the Company. This Agreement constitutes, and each of the Rights Agreements when so delivered will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, examinership, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally.

assistant: Binding Effects
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: During the Employment Period, Executive shall be eligible to participate in all retirement, compensation and employee benefit plans, practices, policies and programs provided by the Company to the extent applicable generally to senior executives of the Company (except severance plans, policies, practices, or programs) subject to the eligibility criteria set forth therein, as such may be amended or terminated from time to time. During the Employment Period, the Company will provide Executive with indemnification to the fullest extent permitted by applicable law.

assistant: Benefits
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: then consider any properly filed motion for appointment of lead plaintiff and approval of lead plaintiffs counsel. III. CONCLUSION For the reasons discussed above, the motion for appointment of lead plaintiffs and the approval of lead plaintiffs’ attorney is denied without prejudice. An appropriate form of order is filed herewith. 1 . Although the plaintiff asserts claims under both the Securities Act and the Exchange Act, for ease of reference, the Court hereinafter will cite only to the PSLRA as codified in the Exchange Act at 15 U.S.C. § 78u-l. 2 . Defendants Chubb, Dean R. O'Hare, David B. Kelso, Henry B. Schram and Executive Risk Inc., represented by Wachtel Lipton 5, 109 (S.D.N.Y.2000) (same). See also Bolger v. First State Financial Srvs., 759 F.Supp. 182, 192-93 (D.N.J.1991) (<HOLDING>) (quoting Mills v. Electric Auto-Lite Co., 396 Options: A. holding that misrepresentation was essential to plaintiffs claim B. holding that a plaintiff alleging securities fraud must show that a defendant 1 made a material misrepresentation or a material omission as to which he or she had a duty to speak 2 with scienter 3 in connection with the purchase or sale of securities C. holding that in order to make out a claim under 14a of the exchange act a plaintiff must show that a proxy statement contained a material misrepresentation or omission that the plaintiff was injured by the material misrepresentation or omission and that the proxy solicitation itself rather than the particular defect in the solicitation materials was an essential link in the accomplishment of the transaction D. holding that to satisfy the element of specific intent to defraud needed to convict for mail fraud the government must show that the defendant knowingly made a material misrepresentation or knowingly omitted a material fact for the purpose of inducing the victim of the fraud to part with property or undertake some action that he would not otherwise do absent the misrepresentation or omission E. 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

assistant: The best answer is C. holding that in order to make out a claim under 14a of the exchange act a plaintiff must show that a proxy statement contained a material misrepresentation or omission that the plaintiff was injured by the material misrepresentation or omission and that the proxy solicitation itself rather than the particular defect in the solicitation materials was an essential link in the accomplishment of the transaction
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall maintain insurance to insure the Executive against claims arising out of an alleged wrongful act by the Executive while acting in good faith as an officer of the Company or any one of its subsidiaries. The Company shall further indemnify and exculpate the Executive from money damages incurred as a result of claims arising out of an alleged wrongful act by the Executive while acting in good faith as an officer or employee of the Company, or any one of its subsidiaries, to the fullest extent permitted under applicable law, subject to the terms of the Indemnification Agreement between the Company and the Executive dated as of March 1, 2013, as such agreement may be amended from time to time.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: adjudication.” We read this representation as a request by the Petitioners to withdraw the instant petition, and we dismiss the petition on that basis. We do not address at this time whether this court otherwise lacks jurisdiction to review the district court’s remand order. DISMISSED. * Pursuant to 5th Cir. R. 47.5, the court has determined that this opinion should not be published and is not precedent except under the limited circumstances set forth in 5th Cir. R. 47.5.4. 1 . See In re Allstate Ins. Co., 8 F.3d 219, 221 (5th Cir.1993) ("We may review a remand order on petition for writ of mandamus ... provided that it was entered on grounds not authorized by [28 U.S.C.] § 1447(c).”). But see Quackenbush v. Allstate Ins. Co., 517 U.S. 706, 711-15, 116 S.Ct. 1712, 135 L.Ed.2d 1 (1996) (<HOLDING>). 2 . 28 U.S.C. § 1447(d) ("An order remanding Options: A. holding remand orders not subsumed under statute barring review of remand orders based on defect in removal or on lack of subject matter jurisdiction may be appealed pursuant to 28 usc 1291 B. holding that orders remanding an action to a federal agency are generally not considered final appealable orders C. holding that the rule 21 severance rendered the district court verdict a final and appealable judgment under 28 usc 1291 D. holding that remand orders are also appealable orders under 28 usc 1291 E. holding that orders overruling claims of privilege and requiring disclosure are immediately appealable as collateral orders

assistant: The best answer is D. holding that remand orders are also appealable orders under 28 usc 1291
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: in connection with ... services performed in the practice of law" and contrasting this case with another in which "[the misconduct occurred in connection with services performed by [the attorney] in the practice of law"); cf. In re Miles, 339 P.3d 1009, 1020 (Alaska 2014) (noting that duplicitous acts by an attorney were "particularly" damaging when committed "while acting in her capacity as an attorney"). 17 . Op. at 386-87. 18 . - ABA Sranparps, supra note 9, at § IL. 19 . We have observed that "(there are few more egregious acts of professional misconduct ... than the misappropriation of [a] client's funds held in trust." In re Buckalew, 731 P.2d 48, 55 (Alaska 1986) (quoting In re Beckmann, 79 N.J. 402, 400 A.2d 792, 793 (1979); see also In re Richmond, 996 So.2d 282, 289 (La.2008) (<HOLDING>). 20 . Moreover, we have held that the Options: A. holding that normal attorneyclient relationship does not bar rule 60b relief when the evidence is clear that the attorney and his client were not acting as one B. holding a suit against a sheriff in his individual capacity was subject to section 1146llls notice requirements because the sheriff was acting in his official capacity C. holding that a state officer sued in his individual capacity may be held personally liable for damages under 42 usc 1983 based upon actions taken in his official capacity D. recognizing that because an attorney was acting in his personal capacity and there was therefore no potential for client harm from his misconduct his actions may be viewed as less egregious than the actions at issue in cases involving attorneys acting in representative capacities E. holding that a judgment in a suit in which a trustee was acting individually would not bind him acting in his capacity as trustee

assistant: The best answer is D. recognizing that because an attorney was acting in his personal capacity and there was therefore no potential for client harm from his misconduct his actions may be viewed as less egregious than the actions at issue in cases involving attorneys acting in representative capacities
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: hoping for a favorable decision. What the Debtor is seeking to do is exactly what collateral estoppel seeks to prevent: the continuous relitigation of the same issues and the exhaustion of judicial resources. 1. The First Three Causes of Action Having concluded that collateral estoppel should be invoked and that the Debtor had a full and fair opportunity to litigate the issues, this Court will now set forth how it came to its conclusion with respect to each of the causes of action. The Debtor’s first three causes of action allege that the Wrap Mortgage constituted a fraudulent conveyance under DCL §§ 273, 274, and 275. An essential element of a claim pursuant to DCL §§ 273, 274, and 275 is lack of fair consideration. Atlanta Shipping v. Chemical Bank, 818 F.2d 240, 248 (2d Cir.1987) (<HOLDING>). This issue of whether there was consideration Options: A. holding that the exception for repayment of an insiders antecedent debt did not apply to a debtors conveyance of two mortgages to a former officer regardless of whether she was a corporate insider because each of her mortgages secured a contemporaneous advance of funds not a preexisting debt B. holding that a preexisting or antecedent debt may constitute sufficient consideration to support a mortgage C. holding that the repayment of an antecedent debt constitutes fair consideration D. recognizing debt cancellation as consideration E. holding that an antecedent debt constitutes value for the granting of a security interest and citing 550 les mouches fashions

assistant: The best answer is C. holding that the repayment of an antecedent debt constitutes fair consideration
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: orders granting summary judgment in favor of Lee and enjoining Delaware from limiting FOIA benefits to Delaware citizens. 1 . In its entirety, § 10003 provides: (a) All public records shall be open to inspection and copying by any citizen of the State during regular business hours by the custodian of the records for the appropriate public body. Reasonable access to and reasonable facilities for copying of these records shall not be denied to any citizen. If the record is in active use or in storage and, therefore, not available at the time a citizen requests access, the custodian shall so inform the citizen and make an appointment for said citizen to examine such records as expediently as they may be made available. Any reasonable expense involved in the copying of 4 L.Ed.2d 205 (<HOLDING>); Toomer, 334 U.S. 385, 68 S.Ct. 1156, 92 L.Ed. Options: A. holding that privileges and immunities clause protected right of noncitizen to engage in construction work and noting that the pursuit of a common calling is one of the most fundamental of those privileges protected by the clause B. holding that direct public employment is not a right protected by the privileges and immunities clause C. holding that slaughter house cases remained good law and prevented a privileges and immunities challenge to a state licensinglaw D. holding that new hampshire policy which restricted practice of law by outofstate residents violated privileges and immunities clause E. recognizing common law privileges

assistant: The best answer is D. holding that new hampshire policy which restricted practice of law by outofstate residents violated privileges and immunities clause
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: hard proof rather than spongy rhetoric.” Hale, 289 B.R. at 792 (citing Mesnick v. Gen. Elec. Co., 950 F.2d 816, 822 (1st Cir.1991)). B. Education Loans Under 11 U.S.C. § 528(a)(8) Although the purpose of the Bankruptcy Code is to guarantee honest debtors a “fresh start” through the bankruptcy discharge, Grogan v. Garner, 498 U.S. 279, 286-87, 111 S.Ct. 654, 112 L.Ed.2d 755 (1991), Congress legislated under § 523(a)(8) that “any educational benefit overpayment or loan made, insured or guaranteed by a governmental unit, or made under any program funded in whole or in part by a governmental unit or nonprofit institution” is excepted from discharge, unless the debtor can establish “undue hardship.” See 11 U.S.C. § 523(a)(8); see also In re Pelkowski, 990 F.2d 737, 739 (3rd Cir.l993)(<HOLDING>). Moreover, Congress has amended § 523(a)(8) a Options: A. holding that no waiver of immunity exists for damages arising out of alleged educational malpractice claim against a school board B. holding transfer of usda loans to private lenders did not extinguish a rural water districts indebted on those loans for purposes of 1926b C. holding that we may apply a presumption of reasonableness to a sentence within the guidelines range D. holding that a defendants goodfaith belief that he intended to repay the loans he procured through misrepresentation was not a defense to wire fraud E. holding that 523a8 may apply to nonstudent comakers of educational loans

assistant: The best answer is E. holding that 523a8 may apply to nonstudent comakers of educational loans
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: Maintain in effect policies and procedures designed to promote compliance by the Borrower, the Subsidiaries, and their respective directors, officers, employees, and agents with the FCPA and any other applicable anti-corruption laws.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: for extension of time within the 60 day statute of limitations. In the present case, the bar date was set for February 5, 1993. Herndon did not file her complaint to determine dischargeability of debt until March 15,1993. Since there was no motion for extension of time filed before the bar date, Herndon’s complaint must be dismissed as untimely unless Hern-don did not receive proper notice under the Bankruptcy Code and Rules. A. Receipt of Mail Presumption The Supreme Court has held that upon proof that mail is properly addressed, stamped a ce Manual, § 301.8 (1994-95 ed.). Herndon argues that Herndon’s attorney did not receive written notice of the Chapter 7 case. Herndon alleges that the address listed on Cruz’s schedule was incomplete. The address listed was: Judith Herndon, 0) (<HOLDING>); In re Alton, 837 F.2d 457, 460 (11th Options: A. holding that creditor lacked appellate standing to appeal order of bankruptcy court absent permission of bankruptcy court B. holding that an anticipated tax refund was property of the bankruptcy estate as of the date the bankruptcy case was filed C. holding that creditor did not have actual knowledge of the bankruptcy filing where the debtor informed creditor of the possibility that a bankruptcy case would be filed D. holding creditor possessed notice of the bankruptcy case at a date early enough for them to act upon their knowledge E. holding that the date of the federal indictment not the date of the state arrest was the triggering date for the speedytrial act

assistant: The best answer is D. holding creditor possessed notice of the bankruptcy case at a date early enough for them to act upon their knowledge
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: Service Provider shall provide, or cause its designated subsidiaries to provide, the Services in good faith and in the same general manner as Service Provider has generally provided the same or similar level of services to the Company prior to the date hereof. Without limiting Section 14, each party will handle and protect from disclosure all proprietary and confidential information disclosed to it by the other party in the same general manner as it handles and protects its own information that it considers proprietary and confidential.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

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: not overcome federal preemption by arguing that defendant operated the train at an excessive speed in light of allegedly hazardous track conditions, such as overgrown vegetation and the angle of the crossing). Wilson v. Kansas City Southern, Civil Action No. 4:01CV323LN, slip op. at 4. In addition to these negligence claims relating to proper lookout, train speed and warnings, plaintiff claims that KCS negligently failed to maintain traffic control devices at the Hickory crossing. In connection with its motion, KCS has presented evidence that federally-funded warning devices, in the form of warning signs, were present at the time of the accident, which are adequate as a matter of law. See Norfolk Southern Ry. Co. v. Shanklin, 529 U.S. 344, 357-58, 120 S.Ct. 1467, 146 L.Ed.2d 374 (2000) (<HOLDING>). In response to KCS’s motion on this point, Options: A. holding that in a personal injury action against a railroad a report containing the conclusions of a hearing examiner of the public utilities commission regarding an alleged hazardous railroad crossing was obvious hearsay B. holding adoption by secretary of transportation of manual on uniform traffic control devices issued under federal railroad safety act preempted state common law standards of care for grade crossings C. holding claims that a railroad crossing was extrahazardous that warning devices were inadequate and that the train was not operating at a speed commensurate with the hazardous nature of the crossing were all preempted by federal law D. holding that the plaintiffs state law claims are preempted by federal law E. holding that where evidence shows that federal funds were expended for installation for warning devices or signs at railroad crossing state law claims based on adequacy of those warning devices are preempted by the federal railroad safety act

assistant: The best answer is E. holding that where evidence shows that federal funds were expended for installation for warning devices or signs at railroad crossing state law claims based on adequacy of those warning devices are preempted by the federal railroad safety act
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and Employee’s employment hereunder shall be for an initial term of three (3) years commencing on the date hereof (the “ Effective Date ”) and ending on the third anniversary of the Effective Date, unless terminated earlier by the Employer or the Employee pursuant to Section 4 of this Agreement (the “ Term ”). Thereafter, at the election of the Employee and the Employer, this Agreement may be extended for an additional two (2) years (the “ First Extension ”). Thereafter, at the election of the Employee and the Employer, this Agreement may be extended for an additional one (1) year (the “ Second Extension ”). Each First Extension and Second Extension shall be referred to as a Renewal Term. The date upon which this Agreement would terminate if both extensions are elected shall be referred to as the Expiration Date.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Recipient is required to provide sufficient funds to pay all withholding taxes. Pursuant to the Plan, the Company shall have the right to require the Recipient to remit to the Company an amount sufficient to satisfy federal, state, local or other withholding tax requirements if, when, and to the extent required by law (whether so required to secure for the Company an otherwise available tax deduction or otherwise) attributable to the Award awarded under this Agreement, including without limitation, the award or lapsing of stock restrictions on the Award. The obligations of the Company under this Agreement shall be conditional on satisfaction of all such withholding obligations and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Recipient. However, in such cases Recipient may elect, subject to any reasonable administrative procedures for timely compliance established by the Committee, to satisfy an applicable withholding requirement, in whole or in part, by having the Company withhold a portion of the shares of Stock to be issued under the Award to satisfy the Recipient’s tax obligations. The Recipient may only elect to have shares of Stock withheld having a Market Value on the date the tax is to be determined equal to the minimum statutory total withholding taxes arising upon the vesting of the Award. If the Recipient has not submitted an election on or before the thirtieth (30) day prior to a Vesting Date, Recipient shall be deemed to have elected to have shares withheld from the shares of Stock to be issued under the Award to satisfy the Recipient’s tax obligation. All elections shall be irrevocable, made in writing, signed by the Recipient, and shall be subject to any restrictions or limitations that the Committee deems appropriate.

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: case, Haverda wrote a letter to the editor, during a Sheriffs Election campaign, expressing support for the incumbent Sheriff Ratliff and criticizing his political opponent. Haverda received no compensation to pen the letter to the editor, and the letter was public and not an internal publication. Additionally, it was not part of Haverda’s job duties to speak to the media or write letters to the editor. Haverda was speaking as a citizen, supporting a candidate during an election, when he submitted his letter to the editor. Letters to the editor, supporting a candidate during a campaign, are a unique form of speech that embody the very essence of the First Amendment and require its full protection. See Pickering v. Bd. of Educ., 391 U.S. 563, 565, 88 S.Ct. 1731, 20 L.Ed.2d 811 (1968) (<HOLDING>); see also Garcetti 547 U.S. at 419, 126 S.Ct. Options: A. holding that a teachers first amendment rights were violated when the board of education dismissed him for sending a letter to newspaper criticizing a proposed tax increase B. holding that newspaper had sufficient interest to obtain curriculummapping reports from municipal board of education C. holding that the board of education violated a school teachers first amendment rights by dismissing him because he had criticized the board in a letter to the local newspaper D. holding that it is impermissible to dismiss a teacher for openly criticizing the board of education on its allocation of school funds between athletics and education and its methods of informing taxpayers about the need for additional revenue E. holding that a career teachers substantive due process rights were not violated when the school board decided not to renew her contract due to concerns about her performance

assistant: The best answer is A. holding that a teachers first amendment rights were violated when the board of education dismissed him for sending a letter to newspaper criticizing a proposed tax increase
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: license. Get Outdoors II, LLC, 506 F.3d at 895. The converse of this statement, however, is that a party who has been granted a permit has not suffered any injury. See IDK, Inc. v. Clark Cnty., 836 F.2d 1185, 1197 (9th Cir.1988) (“We note that the county granted these plaintiffs licenses and therefore they may lack standing to challenge the licensing requirements as it applies to them. In any event, the fact that they have licenses militates against facial invalidation of the regulation.”); see also CAMP Legal Defense Fund, Inc. v. City of Atlanta, 451 F.3d 1257, 1276 (11th Cir.2006) (recognizing that organization lacked standing to challenge provision where it “failed to present evidence that it has, or imminently will be denied a permit”); cf. Get Outdoors II, LLC, 506 F.3d at 894-95 (<HOLDING>). Plaintiffs were granted Expression Permits Options: A. holding that plaintiff did not have standing to challenge the permit process where it could not show that it would ever be genuinely threatened by an unconstitutional prior restraint in this case B. holding that a plaintiff lacked standing to challenge an ordinance imposing higher permit fees on commercial events as a prior restraint because the city had not yet characterized the plaintiffs events as commercial C. holding that a regulation was not a prior restraint because it did not authorize suppression of speech in advance of its expression D. holding that it is not E. holding that unlawful restraint could not even be an included offense

assistant: The best answer is A. holding that plaintiff did not have standing to challenge the permit process where it could not show that it would ever be genuinely threatened by an unconstitutional prior restraint in this case
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 (i) your employment is terminated for Cause; (ii) your employment is terminated for death or Disability; or (iii) you voluntarily resign (other than for Good Reason), unless otherwise specifically provided herein, you, or your estate, shall be eligible only to receive (i) the portion of your Base Salary as has accrued prior to the effectiveness of such termination and has not yet been paid, (ii) an amount equal to the value of your accrued unused vacation days, and (iii) reimbursement for expenses properly incurred by you on behalf of the Company prior to such termination if such expenses are properly documented in accordance with Company policy and practice and submitted for reimbursement within 30 days of the termination date (collectively, the “Accrued Obligations”). Such amounts will be paid promptly after termination in accordance with Massachusetts law.

assistant: Death
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: years, however, many state legislatures, including the Rhode Island General Assembly, have abrogated that common law notion by enacting long-arm statutes which expressly provide for jurisdiction over the executor if jurisdiction could have been maintained over the decedent. See Eubank Heights Apartments, Ltd. v. Lebow, 615 F.2d 571, 574 (1st Cir.1980)(concluding that jurisdiction over the decedent’s estate was appropriate if the Texas long-arm statute would have provided jurisdiction over the decedent had he not died); Crosson v. Conlee, 745 F.2d 896, 900-01 (4th Cir.1984)(concluding that the decedent’s contacts with Virginia were sufficient to exercise personal jurisdiction over the foreign executor of the decedent’s estate); Nile v. Nile, 432 Mass. 390, 734 N.E.2d 1153, 1159 (Ma.2000)(<HOLDING>); V.H. v. Estate of Birnbaum, 543 N.W.2d 649, Options: A. holding that court did not have personal jurisdiction over nonresident defendant because plaintiff failed to show that defendant was assignee of assignor over whom court had personal jurisdiction B. holding that court did not have personal jurisdiction over nonresident defendant where defendant assignee received patents from assignor over whom court had personal jurisdiction in part because the unilateral activity of those who claim some relationship with a nonresident defendant cannot satisfy the requirement of contact with the forum state C. holding that personal jurisdiction over a party is proper if the party has sufficient minimum contacts with the forum D. holding that the foreign administrator of a deceased nonresident was subject to jurisdiction under the illinois state longarm statute because dece dent would have been subject to jurisdiction had he lived E. holding that the massachusetts longarm statute provides for jurisdiction over a nonresident personal representative when the decedent had sufficient contacts with the forum such that the decedent would have been subject to personal jurisdiction had he lived

assistant: The best answer is E. holding that the massachusetts longarm statute provides for jurisdiction over a nonresident personal representative when the decedent had sufficient contacts with the forum such that the decedent would have been subject to personal jurisdiction had he lived
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: of 1996, the time of the enactment of the legislation. See supra. In any event, under this Court’s holding that attorney fee awards are payable to the attorney, not the plaintiff, the awards are the property of the attorney and therefore not subject to offset for the plaintiffs debts. See Marré, 117 F.3d at 304 (finding that “the government cannot set off [the plaintiffs] tax obligations against the attorneys’ fee award, as no mutuality of debt exists between the government and [the plaintiffs] attorneys”). Plaintiff’s Counsel Is Entitled to an Additional Fee Award This Court further finds that the plaintiffs attorney is entitled to an additional fee award under the EAJA for his time spent litigating this issue. See Commissioner, 496 U.S. 154 at 160-161, 110 S.Ct. 2316, 110 L.Ed.2d 134 (<HOLDING>). The Government recognizes that this Court has Options: A. holding that the fee applicant bears the burden of showing that an adjustment is necessary to the determination of a reasonable fee B. holding that eaja fees may be awarded for fee litigation without a separate finding that the government was not substantially justified in its position as to the fee litigation as the single finding that the governments position lacks substantial justification operates as a onetime threshold for fee eligibility and presumptively encompasses all aspects of the civil action C. holding that where a contract for legal services fails to expressly provide for the amount of the fee a reasonable fee is implied D. holding that awarded fees were reasonable and that proof that attorneys fees are necessary apart from testimony as to the reasonableness of the fee is not required E. holding that the termination of the fee cap did not affect litigation in progress when the fee cap was in effect

assistant: The best answer is B. holding that eaja fees may be awarded for fee litigation without a separate finding that the government was not substantially justified in its position as to the fee litigation as the single finding that the governments position lacks substantial justification operates as a onetime threshold for fee eligibility and presumptively encompasses all aspects of the civil action
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: argument that the language “properly addressed” requires that the address be without flaw, i.e., perfect. This court rejects the Secretary’s contention as contrary to the plain language of the statute and the overwhelming body of precedent. Construing the statutory term according to its normal usage, a “proper” address would be “characterized by appropriateness or suitability” for its intended purpose. The American Heritage Dictionary of the English Language (4th ed.2000). The purpose of an address is to supply information for delivery of mail to its intended destination. Hence, an address containing errors inconsequential to delivery is still proper. In this case, the address provided by Mr. Santoro contained an error which caused misdelivery of the appeal T.C .M. (CCH) 1049 (1983) (<HOLDING>); Price v. Comm’r, 76 T.C. 389, 1981 WL 11367 Options: A. holding that although an address in which the zip code is incorrect may be properly addressed an address in which both the zip code and the street address is incorrect is not properly addressed B. holding that service was not defeated by an address with an incorrect zip code C. holding that an inaccurate zip code does not render an address improper for purposes of texas rule of civil procedure 5 D. holding that whether an incorrect zip code on a notice of sale is properly addressed is a question of fact E. holding that an incorrect zip code does not render an otherwise proper address improper

assistant: The best answer is A. holding that although an address in which the zip code is incorrect may be properly addressed an address in which both the zip code and the street address is incorrect is not properly addressed
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 Release shall be construed and interpreted pursuant to the laws of the State of Texas without regard to its choice of law rules and shall be subject to the arbitration clause set forth in Section 6(k) of the Change in Control Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Assignor hereby represents and warrants to the Assignee that (a) as of the Assignment Date (i) the Assignor is a Lender under the Credit Agreement having a Revolving Commitment under the Credit Agreement immediately prior to the Assignment Date, equal to $ and that the Assignor is not in default of its obligations under the Credit Agreement; and (ii) the outstanding balance of Revolving Loans owing to the Assignor (without reduction by any assignments thereof which have not yet become effective) is $ ; and (b) it is the legal and beneficial owner of the Assigned Commitment which is free and clear of any adverse claim created by the Assignor.

assistant: Representations
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: (a) shall be binding upon the legal successors of the Members, (b) shall be governed by and construed in accordance with the laws of the State of Delaware and (c) contains the entire agreement as to the subject matter hereof. The waiver of any of the provisions, terms, or conditions contained in this Agreement shall not be considered as a waiver of any of the other provisions, terms, or conditions hereof.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: family member during the policy period and is: a. A private passenger auto, pickup, or van; .... (Gompl., Ex. A, Insurance Policy, EOF No. 5, at 9, 18, 43.) Although these examples do not state what a private passenger auto is, the combination of commas and the disjunctive “or” indicates what it is not—a pickup truck, among other things. Nothing in the policy suggests Garrison and Cothran intended for this distinction to disappear in exclusion A,7’s exception sentence. To the contrary, that sentence maintains the distinction, separating the terms with semicolons and using “or” to signal those terms’ juxtaposition. Thus, “private passenger auto” in exclusion A.7 unambiguously does not include pickup trucks. Cf. Home Indem. Co. v. Nw. Nat. Ins. Co., 280 F.Supp. 446, 448 (D. Mont. 1968) (<HOLDING>). Despite those provisions, Rickborn maintains Options: A. holding pickup truck was not a private passenger automobile under policy although that term standing alone might be ambiguous there was no room for misunderstanding whether it included pickups because separate defined policy term included pickups B. holding that there can be no implied contractual term at variance with an express term of a contract C. recognizing that certainly under many circumstances a pickup truck is used by its owner as a private passenger automobile but nonetheless holding that policy read as a whole unambiguously excluded pickups from that term D. holding that when a term is not defined in a contract the presumption is that the term is to be given its ordinary meaning and significance E. holding that although term was not limited by the specification it was expressly defined in a narrow manner in the prosecution history

assistant: The best answer is A. holding pickup truck was not a private passenger automobile under policy although that term standing alone might be ambiguous there was no room for misunderstanding whether it included pickups because separate defined policy term included pickups
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, together with the OPA, and any exhibits attached hereto, constitute the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersede all prior agreements, understandings or representations pertaining to the subject matter hereof, whether oral or written. There are no representations, warranties or other agreements between the Parties in connection with the subject matter hereof except as specifically set forth or incorporated herein.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Company has (a) timely filed or caused to be timely filed all material Tax Returns required by applicable Requirements of Law to have been filed by it and (b) duly and timely paid, collected or remitted or caused to be duly and timely paid, collected or remitted all material Taxes due and payable, collectible or remittable by it and all assessments received by it, except Taxes (i) that are being contested in good faith by appropriate proceedings and for which such Company has set aside on its books adequate reserves in accordance with US GAAP or other applicable accounting rules and (ii) which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Company has made adequate provision in accordance with US GAAP or other applicable accounting rules for all material Taxes not yet due and payable. No Company has received written notice of any proposed or pending tax assessments, deficiencies or audits that could be reasonably expected to, individually or in the aggregate, result in a Material Adverse Effect. No Company has ever been a party to any understanding or arrangement constituting a “tax shelter” within the meaning of Section 6111(c), Section 6111(d), or Section 6662(d)(2)(C)(iii) of the Code, or has ever “participated” in a “reportable transaction” within the meaning of Section 6707A(c)(1) of the Code and Treasury Regulation Section 1.6011-4(b), except as could not be reasonably expected to, individually or in the aggregate, result in a Material Adverse Effect.

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 legal provision and list the applicable contract clause categories. Provision: As of the date hereof, the authorized common stock of the Company consists of 500,000,000 authorized shares of common stock, $0.001 par value per share, of which 30,455,167 shares are issued and outstanding and 10,000,000 shares of preferred stock, $0.001 par value per, none of which are outstanding. On or prior to the Closing Date, the Certificate of Designation shall be filed with the Nevada Secretary of State authorizing 500,000 Series A Shares. All of such outstanding shares of capital stock are duly authorized, validly issued, fully paid and non-assessable.

assistant: Capitalization