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: Government has waived any possibility of a § 9.51 defense by failing to raise it in its answer. We find this contention to be without merit. The Government did assert a law enforcement officer’s privilege to use force in its motion to dismiss. Such an assertion suffices to raise the defense. See Terrell v. DeConna, 877 F.2d 1267, 1270 (5th Cir.1989) ("The defendant ... raised the defense of issue preclusion by a motion to dismiss. That motion was sufficient to raise the defense, and there was therefore no waiver.”). Further, the parties' joint pretrial order listed whether "federal agents were privileged to use reasonable force in effectuating the detention of [Villafranca].” Raising the defense there was also sufficient. See Vanhoy v. United States, 514 F.3d 447, 450-51 (5th Cir.2008) (<HOLDING>). 3 . There is some dispute about whether the Options: A. holding that defendant does not waive an affirmative defense if defendant raises it at a pragmatically sufficient time such as summary judgment and the defendants failure raise the affirmative defense in its answer did not cause the plaintiff prejudice B. holding that the government did not waive an affirmative defense not pleaded in the answer because it raised the defense at a pragmatically sufficient time by listing the defense in the joint pretrial order C. holding that defendants failure to assert the defense in any pretrial motions did not waive defendants limitations defense because the assertion of a limitations defense in the answer preserved defendants right to raise the defense both during the first trial and before the second D. holding that the district court properly allowed the defendant who asserted the disputed defense as a contested issue of law in the joint pretrial order to pursue the defense despite the defendants failure to comply with rule 8c E. holding that mitigation of damages is an affirmative defense that must be pleaded

assistant: The best answer is B. holding that the government did not waive an affirmative defense not pleaded in the answer because it raised the defense at a pragmatically sufficient time by listing the defense in the joint pretrial order
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the subject and leave no room for the inference that the question sought to be raised can be the subject of controversy.” Hagans, 415 U.S. at 537, 94 S.Ct. at 1379. The claim must be “so insubstantial, implausible, foreclosed by prior decisions of [the Supreme Court] or otherwise completely devoid of merit as not to involve a federal controversy within the jurisdiction of the District Court, whatever may be the ultimate resolution of the federal issues on the merits.” Id., 415 U.S. at 543, 94 S.Ct. at 1382 (quoting Oneida Indian Nation v. County of Oneida, 414 U.S. 661, 666-67, 94 S.Ct. 772, 777, 39 L.Ed.2d 73 (1974)). This test does not require the claim, in order to be substantial, to be supported by evidence. See also Seals v. Quarterly County Court, 562 F.2d 390 (6th Cir.1977) (<HOLDING>). The District Court, in effect, confused the Options: A. holding that the language of the arbitration clause any controversy or claim arising out of was broad enough to encompass the plaintiffs claim alleging fraud in the inducement of the contract B. holding that a statelaw claim is preempted and removable from state court if resolution of the claim depends on an interpretation of the collectivebargaining agreement C. holding that a failure to make out a hostile work environment claim effectively disposes of the constructive discharge claim as well D. holding that if a claim is substantial enough to support jurisdiction over a pendent claim and resolution of the pendent claim completely disposes of the controversy fees should be awarded regardless of what the record now reveals about the validity of the constitutional claim E. holding estoppel claim could not lie in tort where the facts that support the claim could not support a claim for fraud or misrepresentation

assistant: The best answer is D. holding that if a claim is substantial enough to support jurisdiction over a pendent claim and resolution of the pendent claim completely disposes of the controversy fees should be awarded regardless of what the record now reveals about the validity of the constitutional 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 case excerpt and choose the best holding from the options. Case excerpt: extinguished and “the patentee’s only protection is that afforded under the patent law.” Id. This black-letter rule is rooted in principles of the supremacy of federal law. Id. (“These provisions of federal patent law prevail over any inconsistent State remedies.”). Here, plaintiff contends that its agent, William Cohen, contacted Reebok in May 1986 “for the purpose of exploring Reebok’s interest in manufacturing and/or marketing athletic footwear utilizing plaintiffs air bladder trade secret.” (First Am.Compl. ¶ 12.) The gravamen of plaintiffs state law claims is thus that Reebok used plaintiffs trade secret in the development of The Pump shoe line. Plaintiff Stutz’s Rule 30(b)(6) designee, Warren Liu, has stated in deposition testimony that the trade secr .Supp. 523, 533 (D.Cal.1958) (<HOLDING>). Here, it is undisputed that Reebok did not Options: A. holding that the defendants were entitled to recover as costs not only bond premiums but the additional cost to obtain a letter of credit that was required by the surety as collateral before the issuance of bond B. holding that plaintiff could recover royalties only for products manufactured by defendant after disclosure of secret but before issuance of patent C. holding that plaintiff could recover only damages sustained as a result of the sale of the accused product by defendant prior to the issuance date D. holding that but for merger plaintiff could have sued predecessor that manufactured defective equipment as third party but not analyzing basis for such a suit E. holding that disclosure of trade secret without protection of express confidentiality agreement was not fatal to trade secret protection where disclosure occurred during sale negotiation

assistant: The best answer is B. holding that plaintiff could recover royalties only for products manufactured by defendant after disclosure of secret but before issuance of patent
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: If any term or provision of this Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or under any applicable law, rule or regulation, then such provision shall be construed or deemed amended to conform to applicable law (or if such provision cannot be so construed or deemed amended without materially altering the purpose or intent of this Agreement and the grant of Bonus hereunder, such provision shall be stricken as to such jurisdiction and the remainder of this Agreement and the award hereunder shall remain in full force and effect).

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: of an action is the most critical aspect of the court’s authority to act. Subject matter jurisdiction refers to the power of the court to deal with the kind of action in question[, and] ... is conferred upon the courts by either the North Carolina Constitution or by statute.” In re McKinney, 158 N.C. App. 441, 443, 581 S.E.2d 793, 795 (2003) (citations omitted). N.C. Gen. Stat. § 7B-200(a) confers on the trial court exclusive, original jurisdiction “over any case involving a juvenile who is alleged to be abused, neglected, or dependent.” N.C. Gen. Stat. § 7B-200(a) (2003). “ ‘[0]nce jurisdiction of a court attaches it exists for all time until the cause is fully and completely determined.’ ” In the Matter of Arends, 88 N.C. App. 550, 554, 364 S.E.2d 169, 171 (1988) (citation omitted) (<HOLDING>); N.C. Gen. Stat. § 7B-201 (2003). “[A] court’s Options: A. holding that the superior court had no jurisdiction over the division of marital property when the district court had properly invoked jurisdiction over the property B. holding that the district court may decline to exercise supplemental jurisdiction over related statelaw claims once it has dismissed all claims over which it had original jurisdiction C. holding that personal jurisdiction is not required to make an outofstate parent a party to custody action where the state court has subject matter jurisdiction under the uniform child custody jurisdiction act D. holding that the trial court had continuing jurisdiction over all subsequent custody orders once the trial court acquired jurisdiction E. holding that a subsequent action was not barred because the initial court did not have jurisdiction over the claim

assistant: The best answer is D. holding that the trial court had continuing jurisdiction over all subsequent custody orders once the trial court acquired jurisdiction
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of the Lenders and the Issuing Lender hereby irrevocably appoints PNC to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article 10 are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Lender, and neither the Borrowers nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. Without limiting the power of Administrative Agent hereunder or under any other Loan Document, Administrative Agent and each Lender hereby appoints and designates PNC as the hypothecary representative (within the meaning of Article 2692 of the Civil Code of Québec) of Administrative Agent and the Lenders for the purposes of holding any security granted by any Loan Party under the laws of the Province of Québec as security for any indebtedness or other obligations of any Loan Party hereunder or under any other Loan Document and, in such capacity, PNC shall hold any such security granted under the laws of the Province of Québec as hypothecary representative in the exercise of the rights conferred thereunder. The execution by PNC as hypothecary representative of any deeds of hypothec or other security granted by any Loan Party under the laws of the Province of Québec is hereby ratified and confirmed. Any Person who becomes Administrative Agent or a Lender shall be deemed to have ratified and confirmed the appointment of PNC as hypothecary representative. PNC, acting as hypothecary representative, shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed in favor of the Administrative Agent hereunder, which shall apply mutatis mutandis to PNC acting as hypothecary representative. In the event of the resignation of the Administrative Agent and appointment of a successor Administrative Agent, such successor Administrative Agent shall also constitute the successor hypothecary representative of the Administrative Agent and the Lenders for the purpose of holding the security referred to above, unless a successor hypothecary representative is otherwise appointed. Notwithstanding anything to the contrary in this Agreement, this provision shall be governed and construed in accordance with the laws of the Province of Québec.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any term or provision of this Guarantee that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or 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: All notices required or permitted to be given by the Corporation with respect to the Series C Preferred Stock shall be in writing, and if delivered by first class United States mail, postage prepaid, to the holders of the Series C Preferred Stock at their last addresses as they shall appear upon the books of the Corporation, shall be conclusively presumed to have been duly given, whether or not the holder actually receives such notice; provided, however, that failure to duly give such notice by mail, or any defect in such notice, to the holders of any stock designated for repurchase, shall not affect the validity of the proceedings for the repurchase of any other shares of Series C Preferred Stock, or of any other matter required to be presented for the approval of the holders of the Series C Preferred Stock.

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 Amendment shall be construed in accordance with and governed by the laws of the State of New York; provided , however , that (i) the interpretation of the definition of “Company Material Adverse Effect” (as defined in the Merger Agreement) and whether or not a Company Material Adverse Effect has occurred, (ii) the determination of the accuracy of any Specified Merger Agreement Representation and whether as a result of any inaccuracy thereof Holdings or any of Holdings’ affiliates have the right to terminate Holdings’ or such affiliate’s obligations thereunder or decline to consummate the Acquisition and (iii) the determination of whether the Acquisition has been consummated in accordance with the terms of the Merger Agreement, in each case shall be determined pursuant to the Merger Agreement, which is governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the law of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of Delaware.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: proscription against searches and seizures; (2) it contains a vague enforcement standard which is susceptible to arbitrary enforcement; or (3) it fails to give fair and adequate notice of the type of conduct prohibited. We will address each issue separately. 2. Fourth Amendment The statute, in essence, requires a person to provide reliable identification when requested by a police officer who has a reasonable suspicion of criminal activity under the standard of Terry v. Ohio, 392 U.S. 1, 88 S.Ct. 1868, 20 L.Ed.2d 889 (1968). Whether such a requirement violates the fourth amendment’s proscription against unreasonable searches and seizures was specifically left open by the Supreme Court’s decision in Brown v. Texas, 443 U.S. 47, 53 n.3, 99 S.Ct. 2637, 2641, 61 L.Ed.2d 357 (1979) (<HOLDING>). Because Terry approved a more substantial Options: A. holding that a person could not be required to furnish identification if not reasonably suspected of any criminal conduct B. holding that a statutory discrimination will not be set aside if any state of facts reasonably may be conceived of to justify it C. holding that in a fifth amendment challenge pjrovided that conduct is of a sort widely known among the lay public to be criminal a person is not entitled to clear notice that the conduct violates a particular criminal statute it is enough that he knows that what he is about to do is probably or certainly criminal D. holding that the victims negligence is not a defense to criminal conduct E. holding that criminal conduct on premises was not foreseeable

assistant: The best answer is A. holding that a person could not be required to furnish identification if not reasonably suspected of any criminal conduct
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 afforded each great weight. We acknowledge that the trial court’s finding that the murder was committed during the course of a sexual battery was not erroneous. The United States Supreme Court indicated in Apprendi and Ring that there was one narrow exception to the Sixth Amendment requirement that a jury must find any fact that increases the maximum sentence: the fact of a prior conviction, as established in Almendarez-Torres. Ring, 536 U.S. at 597 n.4, 122 S.Ct. 2428; Apprendi, 530 U.S. at 489-90, 120 S.Ct. 2348. Although the Supreme Court has since suggested that the continued validity of Almendarez-Torres may be questionable, it has not directly revisited the exception created in that case. See Alleyne v. United States, — U.S. —, 133 S.Ct. 2151, 2160 n.1, 186 L.Ed.2d 314 (2013) (<HOLDING>); Ring, 536 U.S. at 597 n.4, 122 S.Ct. 2428 Options: A. recognizing the narrow exception created by almendareztorres but noting that it was not directly at issue in alleyne B. holding that almendareztorres was not overruled by apprendi C. recognizing exception carved out by almendareztorres D. recognizing exception E. recognizing the prior conviction exception of almendareztorres

assistant: The best answer is A. recognizing the narrow exception created by almendareztorres but noting that it was not directly at issue in alleyne
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: Such Purchaser has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder in accordance with the terms hereof. This Agreement has been or will be duly executed and delivered by such Purchaser, and constitutes the legal, valid and binding obligation of such Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting the enforcement of creditors’ rights generally and by general equitable principles.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Employee’s employment under this Agreement shall commence on the Commencement Date and will end on the date (the “Initial Expiration Date”) that is the second anniversary of the Commencement Date, unless terminated sooner under the provisions of this Article, or extended under the terms of this Section. If neither Company nor Employee provides written notice of intent not to renew this Agreement by ninety (90) days prior to the Initial Expiration Date, this Agreement shall be automatically renewed for twelve (12) additional months, and if neither Company nor Employee provides written notice of intent not to renew this Agreement prior to ninety (90) days before the end of such additional 12-month period, this Agreement shall continue to be automatically renewed for successive additional 12-month periods until such time either Company or Employee provides written notice of intent not to renew prior to ninety (90) days before the end of any such renewal period.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article, section, paragraph, exhibit and schedule references are to the articles, sections, paragraphs, exhibits and schedules of this Agreement unless otherwise specified. The meaning assigned to each term defined herein shall be equally applicable to both the singular and the plural forms of such term, and words denoting any gender shall include all genders. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereto and each individual signing any Transaction Document on behalf of the Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it, he or she is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: after the entry of the final judgment in this case. D. Conclusion Based on the foregoing, we grant the petition in part and issue a writ of mandamus to the Jefferson Juvenile Court to vacate its September 4, 2015, order to the extent that it modified custody of the child. The petition is denied in all other respects. PETITION GRANTED IN PART AND DENIED IN PART; WRIT ISSUED. THOMPSON, P.J., and DONALDSON, J., concur. PITTMAN, J., concurs in the rationale in part and concurs in the result, with writing. THOMAS, J., dissents, with writing. PITTMAN, Judge, concurring in the rationale in part and concurring in the result. I concur in parts II and III of the main opinion. As to part I, however, I concur in the result on the authority of Muellen v. Ritter, 96 So.3d 863, 866 (Ala.Civ.App.2012) (<HOLDING>), and the absence of any provision in Rule 21 Options: A. holding failure to preserve issues below results in waiver even of constitutional issues B. holding that even petitions presenting subjectmatterjurisdiction issues are subject to the presumptivelyreasonabletime requirements of rule 21a3 ala rapp p C. holding federal sentencing guidelines are subject to jury trial requirements of sixth amendment D. holding that nonmonetary claims are not subject to these requirements E. holding timely notice of appeal under fed rapp p 4a is jurisdictional

assistant: The best answer is B. holding that even petitions presenting subjectmatterjurisdiction issues are subject to the presumptivelyreasonabletime requirements of rule 21a3 ala rapp p
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: that she provided to Plaintiff, and Plaintiffs multiple revision surgeries. By its motion in limine, Defendant seeks to interview Dr. Carman, an employee of the United States’ government, ex parte, in advance of her deposition. Plaintiff objects to this ex parte contact with her treating physician, and proposes that the parties interview Dr. Carman concurrently, before her deposition. II. Standard of Review There is no physician-patient privilege under federal statutes, rules or common law. See Gilbreath v. Guadalupe Hospital Foundation, Inc., 5 F.3d 785, 791 (5th Cir. 1993). Under the Federal Tort Claims Act, 28 U.S.C. § 2671, state law dictates federal liability. See 28 U.S.C. § 2674. Under Rule 501 of the Federal Rules of Evidence, “in civil actions and proceedings, with .1991) (<HOLDING>). Plaintiff objects to this ex parte contact Options: A. holding that the cwa does not include a remedial scheme sufficient to preclude an ex parte young action B. holding that federal common law allows ex parte interviews as discovery tool and controls even when state law supplies the rule of decision C. holding that ex parte young exception to states sovereign immunity applies only where violation of federal law is ongoing not where federal law was violated only in the past D. holding that minnesota law prohibiting ex parte interviews was not integral to its privilege law but was merely procedural rule and therefore not controlling in diversity action and the federal rules allow ex parte interviews as method of informal discovery E. holding that preservation of the integrity of maine privilege law limits defendant to formal mechanisms of discovery provided by federal rules which do not allow ex parte interviews absent consent

assistant: The best answer is D. holding that minnesota law prohibiting ex parte interviews was not integral to its privilege law but was merely procedural rule and therefore not controlling in diversity action and the federal rules allow ex parte interviews as method of informal discovery
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: On the Closing Date following termination of the Existing Revolver, the simultaneous automatic release of any Domestic Subsidiaries from their respective obligations under the Senior Notes Documents and the Existing Term Loan Facility, no Domestic Subsidiary has guaranteed any Material Indebtedness of the Borrower.

assistant: Subsidiaries
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 addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 6.03), the Company agrees that (a) in the event a payment shall be made by any Guarantor under this Agreement in respect of any Obligation of a Borrower, the Company shall indemnify such Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the Person to whom such payment shall have been made to the extent of such payment and (b) in the event any assets of any Guarantor shall be sold pursuant to this Agreement or any other Security Document to satisfy in whole or in part an Obligation of a Borrower, the Company shall indemnify such Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

assistant: Indemnity
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 addition to such Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Conversion Shares delivered for removal of the restrictive legend and Conversion Shares delivered for conversion into Shares, $10 per Trading Day for each Trading Day, but not to exceed an aggregate of $250 per Trading Day, following the Legend Removal Date or the date such Securities are to be delivered pursuant to the Note until such Common Stock certificate is delivered without a legend pursuant to Section 4.1(d) or such Conversion Shares. Nothing herein shall limit such Purchaser’s right to elect in lieu of the aforedescribed liquidated damages to pursue actual damages for the Company’s failure to deliver certificates representing any Underlying Shares as required by the Transaction Documents, and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts (without reference to the conflicts of laws provisions thereof). Any action, suit or other legal proceeding arising under or relating to any provision of this Agreement shall be commenced only in a court of the Commonwealth of Massachusetts (or, if appropriate, a federal court located within Massachusetts), and the Company and the Executive each consents to the jurisdiction of such a court.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: USA, Inc., No. 09-00970, 2010 WL 3630118, at *5 (D.Colo. Sept. 9, 2010) (collecting cases); In re QMect, Inc., 349 B.R. 620, 623 (Bankr.N.D.Cal.2006) (citing Int’l Ass’n of Machinists & Aerospace Workers v. Republic Airlines, 761 F.2d 1386, 1391 (9th Cir.1985)); In re: Orthopedic Bone Screw Prods. Liab. Litig., No. MDL 1014, 1998 WL 633680, at *2 (E.D.Pa. Aug. 14, 1998) aff'd sub nom. In re Orthopedic Bone Screw Prods. Liab. Litig., 193 F.3d 781 (3d Cir.1999) (citing Smith, Kline and French Labs. v. A.H. Robins Co., 61 F.R.D. 24, 30 (E.D.Pa.1973)); Addamax Corp. v. Open Software Found., Inc., 149 F.R.D. 3, 5 (D.Mass.1993) (citing Smith, Kline & French Labs. v. A.H. Robins Co., 61 F.R.D. at 30; Etablissements Neyrpic v. Elmer C. Gardner, Inc., 175 F.Supp. 355, 357 (S.D.Tex.1959)) (<HOLDING>). III. DISCUSSION The plaintiff contends that, Options: A. recognizing that courts freely grant pro se litigants leave to amend B. recognizing that one of those conditions for a district judge to grant leave to amend the complaint may properly be that claims contained in the original complaint but not included in the amended complaint be considered dismissed with prejudice C. recognizing derivative standing if the bankruptcy court determines that certain conditions exist and certain prerequisites are met D. recognizing that the court has the power to grant leave upon certain conditions E. recognizing conditions of release may curtail certain fundamental rights

assistant: The best answer is D. recognizing that the court has the power to grant leave upon certain conditions
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: If the Employee dies while employed under this Agreement, this Agreement shall terminate immediately and the Company shall pay to the Employee’s estate, any earned Base Salary, outstanding expenses, accrued vacation and pro rata annual bonus that is unpaid up to the date of his death. All options and warrants owned by the Employee prior to the date of his death shall continue in accordance with the terms and conditions thereof.

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: have a justifiable expectation of privacy, and therefore no Fourth Amendment right, with regard to the search of an automobile despite the fact that they were, like the defendant in Jones, “legitimately on the premises.” 439 U.S. at 141-42, 150, 99 S.Ct. 421. Thus, Rakas narrowed the definition of the scope of Fourth Amendment protection as it had been described eighteen years earlier in Jones. In reaffirming the applicability of the legitimate expectation of privacy test in determining whether Fourth Amendment rights are implicated, the court in Rakas wrote: [I]t would, of course, be merely tautological to fall back on the notion that those expectations of privacy which are legitimate depend primarily on cases deciding exclusionary-rule issues in criminal cases. Legitimatio Cir.1996) (<HOLDING>); United States v. Gooch, 6 F.3d 673, 677 (9th Options: A. holding that defendant lacked reasonable expectation of privacy in garbage located outside curtilage of home B. holding no reasonable expectation of privacy in garbage placed in trash cans C. holding that a warrantless search of garbage located within the curtilage of the defendants home violated his fourth amendment rights D. holding that defendants lacked a reasonable expectation of privacy in common area of residential building E. recognizing record supported determination that defendant lacked expectation of privacy in house

assistant: The best answer is A. holding that defendant lacked reasonable expectation of privacy in garbage located outside curtilage of home
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: On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $15,000,000 of Shares. Each Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser and the Company shall deliver to each Purchaser its respective Shares as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of Company Counsel or such other location as the parties shall mutually agree.

assistant: Closings
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 U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 476 U.S. 445 106 S.Ct. 2239 90 L.Ed.2d 444 PUBLIC SERVICE COMMISSION OF MARYLAND, petitioner,v.CHESAPEAKE AND POTOMAC TELEPHONE COMPANY OF MARYLAND. No. 84-1362 Supreme Court of the United States May 27, 1986 On writ of certiorari to the United States Court of Appeals for the Fourth Circuit. PER CURIAM. 1 We vacate the judgment of the Court of Appeals for the Fourth Circuit and remand for further proceedings consistent with the opinion in Louisiana Public Service Comm'n v. FCC, 476 U.S. 355, 106 S.Ct. 1890, 90 L.Ed.2d 369. 2 It is so ordered. 3 Justice POWELL and Justice O'CONNOR took no part in the consideration or decision of this case.

assistant: 10
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: F.Supp.2d at 45 (quoting Nat’l Ass’n of Concerned Veterans, 675 F.2d at 1327); see also Smith v. District of Columbia, 466 F.Supp.2d 151, 158 (D.D.C.2006). Yet a fee petition that does not identify the specific attorneys who performed each respective activity is considered insufficiently detailed. Gray v. District of Columbia, 779 F.Supp.2d 68, 72 n. 5 (D.D.C.2011). Without such information, the court is unable to evaluate whether an attorney’s hourly billable rate and billed hours are reasonable. Hensley v. Eckerhart, 461 U.S. 424, 433, 103 S.Ct. 1933, 76 L.Ed.2d 40 (1983); see also Blackman v. District of Columbia, 397 F.Supp.2d 12, 14 (D.D.C.2005) (applying Hensley in t ate an exception to the application of the Laffey Matrix for IDEA litigation); see also Cox, 754 F.Supp.2d at 76 (<HOLDING>). Similarly, this court has rejected the Options: A. holding flight attendant could testify as to observation that many people hit their heads on the overhead compartment but could not give an expert opinion as to the need for a warning because the witness had no specialized knowledge that would assist the trier of fact the court never indicated that such specialized knowledge should be in the area of warnings B. holding that to qualify for a special factor increase the attorney must have some distinctive knowledge or specialized skill needful for the litigation in question C. holding that daubert applies not only to testimony based on scientific knowledge but also to testimony based on technical and other specialized knowledge D. holding that counsel must have specialized knowledge of the bureaucracy and practices of dcps to handle idea cases E. holding that the standard of care applicable to a reasonable pharmaceutical company marketing product after minimum testing and without a warning does not entail specialized knowledge or skill unique to a scientific discipline and beyond the knowledge and experience of the average jury

assistant: The best answer is D. holding that counsel must have specialized knowledge of the bureaucracy and practices of dcps to handle idea cases
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Borrower and its Subsidiaries own, or possess the right to use to the extent necessary in their respective businesses, all Intellectual Property, and no such Intellectual Property conflicts with the valid Intellectual Property of any other Person. Except as set forth in Schedule 5.9 , which schedule shall be accurate as of the Closing Date only and which Borrower shall not be required to update, Borrower has not used any trade name, trade style or “dba” during the five-year period ending on the Closing Date.

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 case excerpt and choose the best holding from the options. Case excerpt: involved a third party insurance claim, the language of that decision does not distinguish between first and third party insurance, see generally id.; see also Kakule v. Progressive Cas. Ins. Co., No. 06- 4995, 2007 WL 1810667, 2007 U.S. Dist. LEXIS 44942 (E.D.Pa. June 20, 2007), and its holding has since been applied to first party insurance claims and specifically to claims for UIM benefits that do not involve claims by third parties, see Fitzpatrick, 2010 WL 2103954, at *1, *2-4, *4-5, 2010 U.S. Dist. LEXIS 51348, at *1, *6-10, *13 (permitting bad faith breach of contract claim following tender of policy proceeds to insured where claim was premised on insurer’s handling of insured’s claim for UIM benefits and did not involve claims by a third party); Zaloga, 671 F.Supp.2d 623, 632 (<HOLDING>); Amitia, 2009 WL 111578, at *2-3, 2009 U.S. Options: A. holding that the implied covenant of good faith and fair dealing is limited to performance under a contract B. recognizing that evidence of breach of implied covenant of good faith and fair dealing may support punitive damages C. recognizing an implied covenant of good faith and fair dealing by all parties in the performance of a contract for the sale of real estate D. recognizing cause of action for implied covenant of good faith and fair dealing in atwill employment contract E. holding that a duty of good faith and fair dealing is implied in insurance contracts in pennsylvania and allows for the award of compensatory damages pursuant to a breach of contract claim in a first party insurance case explaining that the difference between first and third party claims does not matter to the implied covenant of good faith and fair dealing

assistant: The best answer is E. holding that a duty of good faith and fair dealing is implied in insurance contracts in pennsylvania and allows for the award of compensatory damages pursuant to a breach of contract claim in a first party insurance case explaining that the difference between first and third party claims does not matter to the implied covenant of good faith and fair dealing
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 Amendment shall constitute a Loan Document under the terms of the Term Loan Credit Agreement. This Amendment and the other Loan Documents embody the entire agreement among the parties hereto and supersede all prior agreements and understandings, oral or written, if any, relating to the subject matter hereof. The Loan Parties agree to promptly take such action, upon the request of the Administrative Agent, as is necessary to carry out the intent of this Amendment.

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 case excerpt and choose the best holding from the options. Case excerpt: of the public and the defendants in a speedy trial.” Id. at 1269 (brackets omitted) (quoting 18 U.S.C. § 3161(h)(7)(A)). Defendant’s case was joined with those of several codefendants, and there were ongoing investigations in Arizona and Texas. Id. Where defendants are properly joined for trial, as here, the case’s complexity necessarily must be assessed with reference to the joint trial. United States v. Daychild, 357 F.3d 1082, 1091 (9th Cir. 2004). This case involved voluminous discovery, a large number of counts, several defendants, ongoing investigations in other districts, and potential witnesses from other countries. We have upheld “ends of justice” continuances because of complexity in similar circumstances. See, e.g., United States v. Dota, 33 F.3d 1179, 1183 (9th Cir.1994) (<HOLDING>); United States v. Butz, 982 F.2d 1378, 1381 Options: A. holding that the time granted to prepare pretrial motions is not automatically excludable under 3161h1 but may be excluded only when a court grants a continuance based on appropriate findings under 3161h7 B. holding that where specific grounds for an objection are stated at trial all other grounds are waived and will not be considered for the first time on appeal C. holding denial of continuance to be an abuse of discretion D. holding that speedy trial act requires that an ends of justice continuance be specifically limited in time E. holding that an endsofjustice continuance may be justified on grounds that one side needs more time to prepare for trial

assistant: The best answer is E. holding that an endsofjustice continuance may be justified on grounds that one side needs more time to prepare for trial