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: care to prevent and correct promptly any ... harassing behavior,” and (2) “that the plaintiff employee unreasonably failed to take advantage of preventive or corrective opportunities provided by the employer or to avoid harm otherwise.” Id. at 744 n.2 (quoting Faragher, 524 U.S. at 807, 118 S.Ct. at 2293). HES argues the jury should have been instructed on vicarious liability, including the Faragher-Ellerth defense, because vicarious liability replaced the negligence standard for supervisor harassment. Haskenhoff argues the vicarious liability standard did not replace, but rather supplemented, the direct negligence standard. Because the ICRA hostile-work-environment, claim is modeled after its Title VII counterpart, we consider federal law instructive. Boyle, 710 N.W.2d at 749-50 (<HOLDING>); see also DeBoom, 772 N.W.2d at 7 (“When Options: A. recognizing that the elements of title vii sexually hostile work environment claims apply to icra sexually hostile work environment claims B. recognizing title vii does not provide the exclusive remedy for all employment discrimination claims even if the title vii and section 1983 claim factually overlap C. recognizing that title vii hostileworkenvironment claim has the same elements as icra claim D. holding that title vii claim was subject to compulsory arbitration E. holding that the elements of a hostile environment claim under title vii equally apply under title ix

assistant: The best answer is C. recognizing that title vii hostileworkenvironment claim has the same elements as icra 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: agreement. The court accepted the plea agreement, placed Alex on standard probation, ordered him to serve five days of detention and perform 32 hours of community service, and ordered him to pay restitution of $107.07 to the victim. ¶ 3 Some months later, Alex’s probation officer filed a petition with the juvenile court, alleging that Alex had violated several terms of his probation. When Alex admitted having violated one of the terms, the remaining violation allegations were dismissed and Alex was detained pending a disposition hearing. ¶ 4 By the time of the disposition hearing, the State had discovered that the statute underlying Alex’s one-count adjudication of delinquency had been declared unconstitutional by this court. See In re Cesar R., 197 Ariz. 437, 4 P.3d 980 (App.1999) (<HOLDING>). Alex, informed of this development, moved to Options: A. holding that utah const art vi 1 limits legislatures ability to delegate legislative powers or functions to others B. holding statute authorizing creation of community councils in certain counties was unconstitutional special law C. holding that a patentee was entitled to jmol where the thrust of the defendants noninfringement argument was that it did not infringe the patents at issue because it was practicing the prior art D. holding that the minorinpossessionofafirearm statute because it was limited to juveniles in maricopa and pima counties was a special or local law that violated ariz const art 4 pt 2 197 E. holding that a claim was not indefinite for using the term selector because it was a standard component and its structure was well known in the art

assistant: The best answer is D. holding that the minorinpossessionofafirearm statute because it was limited to juveniles in maricopa and pima counties was a special or local law that violated ariz const art 4 pt 2 197
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: To the extent Agent is not reimbursed and indemnified by Borrowers, each Lender will reimburse and indemnify Agent in proportion to its respective portion of the outstanding Advances and its respective Participation Commitments in the outstanding Letters of Credit and outstanding Swing Loans (or, if no Advances are outstanding, pro rata according to the percentage that its Revolving Commitment Amount constitutes of the total aggregate Revolving Commitment Amounts), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Agent in performing its duties hereunder, or in any way relating to or arising out of this Agreement or any Other Document; provided that Lenders shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from Agent's gross (not mere) negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment).

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 legal provision and list the applicable contract clause categories. Provision: Each representation and warranty of each Credit Party contained in the Credit Agreement and the other Loan Documents is true and correct in all material respects on the date hereof and will be true and correct in all material respects after giving effect to the amendments set forth in Section 2 hereof, except to the extent that (a) any such representation and warranty is expressly limited to an earlier date, in which case such representation and warranty is and will be true and correct in all material respects as of such specified earlier date and (b) any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, in which case such representation and warranty (as so qualified) is and will be true and correct in all respects.

assistant: Warranties
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: Commc’ns, Inc. v. U.S. Dept. of Educ., 739 F.3d 374, 379 (8th Cir.2013). “Due process prevents government actors from depriving persons of liberty or property interests without providing certain safeguards.” Id., citing Mathews v. Elridge, 424 U.S. 319, 332, 96 S.Ct. 893, 47 L.Ed.2d 18 (1976). Due process calls only for “protections as the particular situation demands.” Mathews, 424 U.S. at 334, 96 S.Ct. 893. Due process does not always require “a hearing closely approximating a judicial trial____” Id. at 333, 96 S.Ct. 893. This is not a case where “the evidence consists of testimony of individuals whose memory might be faulty or who, in fact, might be perjurers or persons motivated by malice, vindictiveness, intolerance, prejudice, or jealousy.” Business Commc’ns, 739 F.3d at 380 (<HOLDING>). Rather, to reach its conclusion, NIGC relied Options: A. holding due process required an opportunity for crossexamination when the decision depended on the credibility of individual witness testimony B. holding that promises made by the prosecution to a witness in exchange for that witness testimony relate directly to the credibility of the witness C. holding that sentencing court did not violate defendants due process rights when it reasonably refused to recall a witness for crossexamination D. recognizing that extensive crossexamination of the witness alone is not enough if the crossexamination permitted did not include questions on the issue constitutionally required E. holding that it was permissible for the state to test the credibility of appellants trial testimony by crossexamination

assistant: The best answer is A. holding due process required an opportunity for crossexamination when the decision depended on the credibility of individual witness testimony
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: 8 OES 136.643 provides, in relevant part: “In the trial of * * * a person accused or charged with the commission of a crime, the person so charged or accused shall, at the own request of the person, but not otherwise, be deemed a competent witness!.] * * * The defendant or accused, when offering testimony as a witness in the own behalf of the defendant, gives the prosecution a right to cross-examination upon all facts to which the defendant or accused has testified and which tend to the conviction or acquittal of the defendant or accused.” 9 In Lotches, the court noted that, in addition to the federal constitution, Article I, section 11, of the Oregon Constitution gives criminal defendants a right to testify in their own behalf. 331 Or at 483 n 10. But see Rogers, 330 Or at 298-99 (<HOLDING>). 10 State v. Mai, 294 Or 269, 656 P2d 315 Options: A. recognizing that criminal defendants right to testify is subject to crossexamination B. holding violation of right to testify could not be harmless C. holding that right to be heard in article i section 11 incorporates framers contemporaneous understanding which did not recognize criminal defendants right to testify D. recognizing that a defendants right to be heard in criminal proceedings prior to sentencing is constitutionally protected E. holding right to testify was federal constitutional right

assistant: The best answer is C. holding that right to be heard in article i section 11 incorporates framers contemporaneous understanding which did not recognize criminal defendants right to testify
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 law drawn from the evidence.” Id. However, termination of the parental rights of an Indian child shall not be ordered unless supported by evidence beyond a reasonable doubt that “the continued custody of the child by the child’s parent or Indian custodian is likely to result in serious emotional or physical damage to the child.” Iowa Code § 232B.6(6)(a). The evidence must also include the testimony of a qualified expert witness as defined in section 232B.10. See Iowa Code § 232B.6(6)(a). To the extent the parents’ claims of error rest upon statutory interpretation, our review is for correction of errors of law. In re C.A.V., 787 N.W.2d 96, 99 (Iowa Ct.App.2010). The paramount concern in termination proceedings is the best interests of the child. See In re P.L., 778 N.W.2d at 39 (<HOLDING>). III. Analysis. Iowa Code chapter 232 Options: A. holding that requiring a petitioner to establish by clear and convincing evidence that visitation is in the best interests of the child would provide effective protection for a parents choice except where the choice is plainly contrary to a childs best interests B. holding that an official has defrauded the public of his services if he secretly makes an official decision based on his own personal interests rather than the best interests of his constituents C. holding best interests are to be determined within statutory framework and not upon courts own perceptions D. holding that a modification of custody should not be based on one parents default because it is the childs best interests that are at stake E. recognizing that context under the pge analysis includes the preexisting common law and statutory framework within which the law was enacted

assistant: The best answer is C. holding best interests are to be determined within statutory framework and not upon courts own perceptions
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, the Plan, and the rules and procedures adopted by the Committee, contain all of the provisions applicable to the Grant and no other statements, documents or practices may modify, waive or alter such provisions unless expressly set forth in writing, signed by an authorized officer of the Company and delivered to you.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: offense elements in the alternative is a common statutory device. See Descamps v. United States, — U.S. -, 133 S.Ct. 2276, 2281, 186 L.Ed.2d 438 (2013) (discussing the use of “divisible statutes” in the context of the Armed Career Criminal Act). The plain language of § 1700a(a) clearly criminalizes sexual intercourse when either: (1) the victim is between the ages of 13 and 18;. or (2) the victim is any age if the sexual act is accomplished by: (a) force; (b) intimidation; or (c) the perpetrator’s use of their position of authority. 14 V.I.C. § 1700a(a). This is a clear and unambiguous prohibition of specific conduct that provides constitutionally sufficient notice to the public and constitutionally sufficient guidance for law enforcement and the judiciary. Cf Tykarsky, 446 F.3d at 465 (<HOLDING>). Section 1700a(a)’s provisions do not reach Options: A. holding that 18 usc 2422b which prohibited using the mail or any facility or means of interstate or foreign commerce or within the special maritime and territorial jurisdiction of the united states to knowingly persuaden induce entice or eoerce any individual who has not attained the age of 18 years to engage in prostitution or any sexual activity is not impermissibly vague B. holding that statute which defined sexual contact as any touching of the anus breast or any part of the genitals of another person with intent to arouse or gratify the sexual desire of any person was not vague C. holding that absent clear congressional intent a defendant charged with transporting two women in interstate commerce at the same time could be charged with only one violation of the mann act which criminalized transporting any woman in interstate commerce for the purpose of prostitution or debauchery or for any other immoral purpose D. holding under plainerror review where the hard drive was manufactured in singapore that it is obvious that the governments evidence was sufficient to show that each image of child pornography had been copied or downloaded to the defendants hard drive in one capacity or another and was therefore produced using materials that have been mailed or shipped or transported in interstate or foreign commerce quoting 18 usc 2252aa5b E. holding that an officer or employee of the tennessee valley authority was not an officer or employee acting under the authority of the united states or any department or any officer of the government thereof within the meaning of a criminal statute first enacted in 1884

assistant: The best answer is A. holding that 18 usc 2422b which prohibited using the mail or any facility or means of interstate or foreign commerce or within the special maritime and territorial jurisdiction of the united states to knowingly persuaden induce entice or eoerce any individual who has not attained the age of 18 years to engage in prostitution or any sexual activity is not impermissibly vague
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 execution, delivery and performance of this Agreement and the Ancillary Agreements to which Buyer or Buyer Guarantor is a party and the consummation of the Transactions do not (a) result in a violation of any Law or Order to which Buyer or Buyer Guarantor is subject, (b) conflict with or result in a violation of any provision of the certificate of incorporation, bylaws or other charter or organizational documents of Buyer or Buyer Guarantor or (c) conflict with, result in a material breach of, constitute a material default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or consent under, any Contract to which Buyer or Buyer Guarantor is a party, or (d) result in the imposition of any Lien (other than Permitted Liens) upon any of the properties, rights or assets of Buyer or Buyer Guarantor, except, in the case of the immediately preceding clauses (c) and (d), to the extent that any such violation would not reasonably be expected to have an adverse effect on the ability of Buyer or Buyer Guarantor to consummate the Transactions.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company and Executive intend to and hereby consent to jurisdiction to enforce the restrictive covenants in Section 6.2 upon the courts of any jurisdiction within the geographical scope of those restrictive covenants, pursuant and subject to Sections 6.7 and 7.2 of this Agreement. If the courts of any one or more of such jurisdictions hold the restrictive covenants in Section 6.2 wholly unenforceable by reason of breadth of scope or otherwise, it is the intention of the Company and Executive that such determination not bar or in any way affect the Company’s right, or the right of any of its Affiliates, to the relief provided above in the courts of any other jurisdiction within the geographical scope of such restrictive covenants, as to breaches of such restrictive covenants in such other respective jurisdictions, such restrictive covenants as they relate to each jurisdiction’s being, for this purpose, severable, diverse and independent covenants, subject, where appropriate, to the doctrine of res judicata.

assistant: Jurisdictions
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 December 31, 2016 audited consolidated financial statements of the Borrower and its Subsidiaries heretofore delivered to the Lenders were prepared in accordance with GAAP or SAP, as applicable, as in effect on the date such statements were prepared and fairly present, in all material respects, the consolidated financial condition and operations of the Borrower and its Subsidiaries at such date and the consolidated results of their operations for the period then ended.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: as a buyer , you agree that ebay is not responsible for examining or warranting the listings or content provided by third parties through the services , and that you will not attempt to hold us liable for any inaccuracies .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: CURIAM: Fahed T. Tawalbeh appeals the district court’s order denying his motion for reduction of sentence pursuant to 18 U.S.C. § 3582(c)(2) (2000). In criminal cases, the defendant must file his notice of appeal within ten days of the entry of judgment. Fed. R.App. P. 4(b)(1)(A); United States v. Alvarez, 210 F.3d 309, 310 (5th Cir.2000) (<HOLDING>). With or without a motion, the district court Options: A. holding that 3582 proceeding is criminal in nature and tenday appeal period applies citing united states v petty 82 f3d 809 810 8th cir1996 and united states v ono 72 f3d 101 10203 9th cir1995 B. holding 3582 proceeding is criminal in nature and tenday appeal period applies and collecting cases C. holding that 3582 proceeding is criminal in nature and tenday appeal period applies D. holding that the commandant of the united states disciplinary barracks and the united states are identical parties E. holding that sovereign immunity does not bar extinguishment of united states junior lien in proceeding in which united states was not a party

assistant: The best answer is A. holding that 3582 proceeding is criminal in nature and tenday appeal period applies citing united states v petty 82 f3d 809 810 8th cir1996 and united states v ono 72 f3d 101 10203 9th cir1995
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to be the agent of a publicly traded company if the publicly traded company directs and controls the employment decisions. For example, in Kalkunte v. DVI Fin. Servs., Inc., No.2004-SOX-56 (ALJ July 18, 2005), a non-publicly traded company, AP Services, was hired to operate a publicly traded company, DVI Financial Services, through bankruptcy. AP Services was deemed an agent of DVI Financial Services because AP Services’ main principal acted as DVI’s Chief Executive Officer, and admitted that he had made the decision to fire the claimant. Id. at 7. In other cases, the non-publicly traded company has been found to be almost inseparable from the publicly traded company, or subject to the same internal controls. See Morefield v. Exe-lon Servs., Inc., No.2004-SOX-2 (ALJ Jan. 28, 2004) (<HOLDING>); but see Powers v. Pinnacle Airlines, Inc., Options: A. holding that a nonpublicly traded subsidiary of a covered employer could be held liable B. holding that employer may be held liable under 1981 for discrimination by supervisory employee C. holding that an employer cannot be held liable under the ada if it had no knowledge of the employees alleged disability D. holding that parent corporation could not be held liable for any acts of whollyowned subsidiary although boards of directors of the two corporations overlapped in all other respects corporation had not disregarded subsidiarys corporate separateness had not involved itself directly in management of subsidiary and had not otherwise dominated or controlled subsidiary E. holding that employer who failed to take remedial action could be held liable for sexual harassment of employee by subcontractors employees

assistant: The best answer is A. holding that a nonpublicly traded subsidiary of a covered employer could be held liable
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: added.) It is clear beyond any doubt from this language that the parties intended for the release to cover all forms of liability, including negligence, which resulted from the sale, use, or administration of the heartworm medication. Consequently, this postclaim release was not invalid or unenforceable for failing to include a specific reference to negligence. Abis’s next argument is that the release is unenforceable because it did not specifically state that it covered the appel-lees. Abis’s argument would be well taken if this case involved a release containing a handwritten portion specifically naming one party and a typewritten portion generally referencing “any other person, corporation, association or partnership.” See Hurt v. Leatherby Ins. Co., 380 So.2d 432, 433 (Fla.1980) (<HOLDING>); see also Sangiovanni v. Stengle, 652 So.2d Options: A. holding that where parties did not respond to an issue in summary judgment motion parties relinquished any claim on the issue and conceded that summary judgment should be entered against them B. holding that releases were ambiguous and thus that summary judgment could not be entered where releases contained blank spaces for parties to handwrite the names of specifically listed parties but also contained typewritten general provisions C. holding that because the language of the easement was ambiguous the parties intentions were not clear and summary judgment was improperly granted D. holding that parties can stipulate that they were both parties to a contract and thus the real parties in interest even when one party did not sign the contract E. holding the intent of parties can be inferred from sufficient details contained within the consent judgment indicating the parties understood the consent judgment operated as a final adjudication of the factual issues

assistant: The best answer is B. holding that releases were ambiguous and thus that summary judgment could not be entered where releases contained blank spaces for parties to handwrite the names of specifically listed parties but also contained typewritten general provisions
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: grant the relief R2 seeks without requiring a significant revision of Charter’s reorganization. R2’s argument is, in effect, an attack on the bankruptcy court’s determination that it was appropriate for the Plan to consider all the Charter entities together, even though the bankruptcies were never substantively consolidated. In order to grant a separate valuation of CCI, the district court would have had to overturn the bankruptcy court’s determination that a joint Plan was appropriate. That legal conclusion would require not just that CCI be separately valued, but that all the Charter subsidiaries be revalued and the proceeds of the bankruptcy distributed accordingly. See Compania Internacional Financiera S.A. v. Calpine Corp. (In re Calpine Corp.), 390 B.R. 508, 519-20 (S.D.N.Y.2008) (<HOLDING>), aff'd 354 Fed.Appx. 479 (2d Cir.2009). This Options: A. holding that the debtors valuation was a key issue in a reorganization and therefore even if a remand resulted in a higher valuation the plan would need to be substantially changed B. holding district courts rejection of appellants uncontroverted valuation testimony compelled remand C. holding that the complaints of a public employee about a reorganization plan were on a matter of public concern even though the employee was primarily motivated by the adverse effect of the plan on himself D. holding that even though the bankruptcy court earlier in the case had found that horses owned by the debtor had a value of 13430000 at the confirmation hearing in evaluating the chapter 11 plan of reorganization the bankruptcy court properly reexamined the valuation of the horses and found that the value had decreased due to the fact that the market was depressed and that it would take at least one year to sell the horses emphasis added E. holding that a remand need not be ordered despite legal errors if remand would be futile

assistant: The best answer is A. holding that the debtors valuation was a key issue in a reorganization and therefore even if a remand resulted in a higher valuation the plan would need to be substantially changed
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’s obligations under this Section 3.12 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: See Pl.'s Opp'n to Def.’s Mot. to Dismiss ("Pl.'s Opp'n”), p. 20. However, as to all of the personally-sued defendants, Plaintiff's complaint fails to allege facts that, if true, state a plausible claim that Defendants violated any property interest in employment. See Iqbal, 129 S.Ct. at 1940-41. Plaintiff's allegations strictly relate to the breach of confidentiality caused by the release of his deposition testimony, not to the loss of any employment interest. Compl. ¶ 68 (“[Defendants] unconstitutionally deprive[d] Plaintiff of his unambiguous entitlement to confidentiality under the [CAA].”) 4 . Defendants also have construed plaintiff's argument as one contending that defendants violated plaintiff's substantive due process rights, specifically, his right to privacy. See (en banc) (<HOLDING>). 7 .The CAA incorporates several provisions of Options: A. holding that in a bivens action service upon employee in his official capacity does not amount to service in his individual capacity B. holding the privacy act to constitute a special factor precluding a bivens remedy C. recognizing a bivens remedy for undocumented immigrants who were subjects of a raid by federal immigration officials reasoning that if a bivens remedy were precluded the present plaintiffs would have no forum in which to seek a remedy for the defendants alleged constitutional violations D. recognizing the civil service reform act as a special factor precluding a bivens remedy E. holding that the csra precludes even those bivens claims for which the act prescribes no alternative remedy because it found no inadvertence by congress in omitting the remedy

assistant: The best answer is D. recognizing the civil service reform act as a special factor precluding a bivens remedy
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: Certain rights which are subject to this Agreement are unique and are of such a nature as to be inherently difficult or impossible to value monetarily. In the event of a breach of this Agreement by either party hereto, an action at law for damages or other remedies at law would be inadequate to protect the unique rights and interests of the parties. Accordingly, the terms of this Agreement shall be enforceable in a court of equity by a decree of specific performance or injunction. Such remedies shall, however, be cumulative and not be exclusive and shall be in addition to any other remedy which the parties may have.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall promptly (and, in any event, within twenty-four (24) hours) notify the Investor orally and in writing if (i) any inquiries, proposals or offers with respect to an Acquisition Proposal are received by, (ii) any non-public information is requested in connection with any Acquisition Proposal from, or (iii) any discussions or negotiation with respect to an Acquisition Proposal are sought to be initiated or continued with, the Company or any of its Representatives, indicating, in connection with such notice, the name of the applicable Person and the material terms and conditions of any proposals or offers (including, if applicable, copies of any written requests, proposals or offers, including proposed agreements) and thereafter shall (x) keep the Investor informed, on a current basis, of the status and terms of any such proposals or offers (including any amendments thereto) and the status of any such discussions or negotiations, including any change in the Company’s intentions as previously notified and (y) provide to the Investor as soon as practicable after receipt or delivery thereof copies of all correspondence and other written material sent by or provided to the Company or any of the Subsidiaries from any Person that describes any of the terms or conditions of any Acquisition Proposal.

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: Schedule 3.12 sets forth as of the Effective Date the name of, and the ownership interest of the Borrower and any Subsidiary in, each Subsidiary and identifies which are Foreign Subsidiaries, Excluded Subsidiaries and Guarantors. The shares of capital stock or other ownership interests of each Subsidiary reflected on Schedule 3.12 as directly or indirectly owned by the Borrower are free and clear of all Liens.

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 case excerpt and choose the best holding from the options. Case excerpt: rests”) (citing Conley v. Gibson, 355 U.S. 41, 47, 78 S.Ct. 99, 2 L.Ed.2d 80 (1957)). The complaint refers to “a flawed affidavit” (Compl. ¶ 18), “a deficient affidavit” (id. ¶¶86, 91), and “an affidavit ... deficient and lacking in facts” (id. ¶ 80), but it fails to allege that the affidavit contained material information that was false. The complaint alleges that “Officer Linville negligently requested a warrant based on unreliable information and factual inconsistencies.” (Id. ¶ 102.) However, “[ajllegations of negligence or innocent mistake are insufficient” to satisfy the Franks test which requires intentional or reckless disregard for the truth. Franks v. Delaware, 438 U.S. 154, 171, 98 S.Ct. 2674, 57 L.Ed.2d 667 (1978); see also United States v. Dale, 991 F.2d 819 (D.C.Cir.1993) (<HOLDING>). Although the complaint alleges that “Ms. Options: A. holding that the district court erred by not permitting defense counsel to argue to the jury that the governments case was weakened by a lack of evidence allegedly caused by its failure to investigate B. holding failure to investigate before publishing is not sufficient to prove actual malice C. holding that defendant made preliminary showing where the proffered evidence the investigation report contradicted the affiants statements D. holding that the eeoc has authority to investigate a broader picture of discrimination that appears during the investigation of an individual charge E. holding that failure to investigate fully is not evidence of affiants reckless disregard for the truth because questioning of others might have caused a leak in the drug investigation

assistant: The best answer is E. holding that failure to investigate fully is not evidence of affiants reckless disregard for the truth because questioning of others might have caused a leak in the drug investigation
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 indemnities set forth herein including, without limitation, in Sections 1.10 2.10 , 1.11 2.11 , 2.06 3.06 , 4.04 5.04 , 12.06, 13.01 and 13.06 shall, subject to Section 13.15 (to the extent applicable) survive the execution, delivery and termination of this Agreement and the Notes and the making and repayment of the Loans.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: You agree that you will not engage in any activity or make any statement that may disparage or reflect negatively on Cavco, including those entities and individuals related to Cavco as defined in the Release above. You understand, however, that nothing in this paragraph prevents you from cooperating with, or providing information to, any government investigation. You and the Company will work cooperatively to draft a mutually-acceptable press release announcing your transition, subject to the Company’s final approval in sole absolute discretion.

assistant: Non-Disparagement
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: Upon receipt or delivery by the Company of any notice in accordance with the terms of this Warrant, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or its subsidiaries, the Company shall contemporaneously with any such receipt or delivery publicly disclose such material, nonpublic information on a Current Report on Form 8-K or otherwise. In the event that the Company believes that a notice contains material, nonpublic information relating to the Company or its subsidiaries, the Company so shall indicate to such Holder contemporaneously with delivery of such notice, and in the absence of any such indication, the Holder shall be allowed to presume that all matters relating to such notice do not constitute material, nonpublic information relating to the Company or its subsidiaries.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to earlier termination, acceleration or cancellation of the Option as provided herein or the Plan, the term of the Option shall be for the period specified in the Grant Statement and, subject to the provisions of this Agreement and the Plan, the Option shall be exercisable at such times and as to such number of Shares as determined pursuant to the schedule specified in the Grant Statement.

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: (a) The Borrowers agree to pay to the Administrative Agent for the ratable benefit of the Lenders commitment fees (collectively, “ Commitment Fees ”), for the period from and including the Effective Date to the Maturity Date, computed at the Applicable Margin times the average daily amount of the Unused Commitment during the period from and including the date hereof to but excluding the Maturity Date. Accrued Commitment Fees as of the last Business Day of each calendar quarter shall be payable in arrears on the immediately succeeding Quarterly Payment Date and on the date on which the Revolving Loan Commitments terminate, commencing on the first such date to occur after the date hereof. All Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: withdrawal of these claims”). Having recognized in our own jurisprudence that voluntary departures are implied agreements that in appropriate circumstances may weigh against granting further relief to aliens, we cannot fault the BIA for doing likewise here, where Medina-Morales bargained for voluntary departure in lieu of full adjudication. III. The Stepparent-Stepchild Relationship This conclusion does not end our analysis, however. Section 1252(a)(2)(B) does not purport to withdraw our jurisdiction to review nondiscretionary aspects of the BIA’s denial of a motion to reopen. For example, we have jurisdiction to review de novo a BIA decision that is contrary to law and will grant an alien’s petition in such a case. See Hernandez v. Ashcroft, 345 F.3d 824, 832, 845-48 (9th Cir.2003) (<HOLDING>). We conclude that the BIA’s reliance on .the Options: A. holding that an aliens express waiver of his right to appeal to the bia deprives this court of jurisdiction to consider the aliens subsequent petition for review B. holding that a district court lacks subject matter jurisdiction under the apa to review the denial of an aliens application for adjustment of status where the alien is in removal proceedings C. holding that a legal determination regarding an aliens eligibility for adjustment of status was not barred by the statute D. holding that the bias denial of a motion to reopen based on the merits of the underlying application for adjustment of status was a discretionary decision under the adjustment of status statute and this court therefore did not have jurisdiction over an appeal of the bias ruling E. holding that we had jurisdiction and granting aliens petition where the bia unlawfully relied on the nonviability of the aliens marriage in denying her application for adjustment of status

assistant: The best answer is E. holding that we had jurisdiction and granting aliens petition where the bia unlawfully relied on the nonviability of the aliens marriage in denying her application for adjustment of status
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: Appellant’s claim of self-defense. In my view, the prosecutor’s statement here directly undermined Appellant’s sole defense by attributing the use of the racially inflammatory word “niggas” to Appellant and by telling the jury that Appellant referred to the deceased’s family as “niggas,” when neither of these facts are in the record or inferable from the record. To me, the prosecutor’s statement during final closing argument—the very last words the jury heard before retiring to deliberate— was of such significance that it resulted in the denial of Appellant’s right to a fair trial, and thus, deprived Appellant of due process. See Greer, 483 U.S. at 765, 107 S.Ct. at 3109; Burwell, 245 F.2d at 163; see also Coleman v. Ohio Adult Parole Auth., 118 Fed.Appx. 949, 951-52 (6th Cir. 2004) (<HOLDING>); see also Elizondo v. State, 487 S.W.3d 185, Options: A. holding prosecutors reference in closing argument to defendants prior conviction constituted an introduction of evidence so extremely unfair as to violate fundamental conceptions of justice and thus a deprivation of defendants right to due process B. holding that the introduction of driving records without a witness did not violate a defendants right to confrontation C. holding that jury trial in civil cases is not so fundamental to the american system of justice as to be required of state courts by due process D. holding that the prosecutors indirect reference to a defendants prior conviction was improper E. holding right to be fundamental

assistant: The best answer is A. holding prosecutors reference in closing argument to defendants prior conviction constituted an introduction of evidence so extremely unfair as to violate fundamental conceptions of justice and thus a deprivation of defendants right to due process
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 real estate taxes and assessments (“ Taxes ”) assessed against the Property for the year of Closing shall be prorated as follows: Seller will be responsible for the payment of Taxes applicable to the period before the Closing Date, and Buyer will be responsible for the period on and after the Closing Date If the actual amounts to be prorated are not known as of the Closing Date, the prorations shall be made on the basis of the best evidence or estimates then available and thereafter, when actual figures are received, a cash settlement will be made between the Seller and Buyer outside of Closing.

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: This Settlement Agreement, and its Exhibits, constitutes the only agreement between the Parties and the Company with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written. This Settlement Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. No Party may assign or otherwise transfer either this Settlement Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Parties. Any purported transfer requiring consent without such consent shall be void. No amendment, modification, supplement or waiver of any provision of this Settlement Agreement shall be effective unless it is in writing and signed by the party or Parties hereto affected thereby, and then only in the specific instance and for the specific purpose stated therein. Any waiver by any party hereto of a breach of any provision of this Settlement Agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. The failure of a Party to insist upon strict adherence to any term of this Settlement Agreement on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: For and in consideration of the mutual benefits to be derived here from, and subject to the terms and conditions hereinafter set forth, Seller shall sell, transfer, convey and deliver to Buyer at closing, and Buyer shall purchase and acquire at closing an undivided 90% of all right, title, interest and estate of Seller in, to and under the oil and gas leases set forth in Exhibit “A” attached hereto and incorporated herein by reference and other leasehold and mineral interests on the lands covered thereby together with an undivided 95% of all: oil and gas wells thereon, oil and gas equipment and fixtures thereon or used in the operation thereof, equipment and other personal property used in connection with oil and gas operations upon the above described oil and gas leases, (including but not limited to the items described on Exhibit “B” attached hereto and incorporated herein by reference and pipe, pumps, tanks, motors, pump jacks, gathering lines, electric lines, and associated materials and related parts and supplies), easements, permits, rights of way, surface leases, servitudes and agreements insofar as they pertain to the Leases or are related thereto, tenements, hereditaments and appurtenances to said leases, drilling data, electric logs, lease files, land files, well files, division order files, geophysical data/reports, maps, regulatory files, title opinions and records drillers logs, reserve reports, appraisals, evaluations, studies, or any other documents or files prepared for or in any way relating to said oil and gas leases (collectively, the “Leases”).

assistant: Sales