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: at will if they “do not contain express provisions for duration or termination”), review denied (Minn. Oct. 18, 1985). Thus, the district court correctly determined that a contract for a specific duration is sufficient to create employment terminable for cause. Appellant next argues that the district court erred in its interpretation of the 2001 and 2002 contracts. Characterizing the 2001 and 2002 contracts as “bonus agreements” or “compensation agreements” rather than employment contracts, appellant argues that the specific references to a one-year duration refer only to the period for calculating respondent’s bonus and are, therefore, insufficient to convert an at-will employee into employment terminable for cause. See Rognlien v. Carter, 443 N.W.2d 217, 220 (Minn.App.1989) (<HOLDING>), review denied (Minn. Sept. 21, 1989). We Options: A. holding even in context of employee manual that policy which included agreement to provide annual salary increase of five percent did not constitute contract between city and employees and distinction between atwill employees and public employees was not dispositive in this context B. holding that use of annual salary rate created fact issue as to whether the employment contract was atwill or for a specific term C. holding that a letter outlining an employees salary structure was insufficient to modify atwill status D. holding that an unsworn letter was insufficient to contest a claim of exemption E. holding that anonymous letter was insufficient to entitle petitioner to hearing

assistant: The best answer is C. holding that a letter outlining an employees salary structure was insufficient to modify atwill 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: and asked for a lawyer based on “her practice” and the notations on the jacket. (Tr. at 141.) This supposition, which does not account for the possibility of clerical mistakes in a busy prosecutor’s office, is in contrast to the specific, uniform recollections of Officers Argila, McCarthy and Fogarty, who each testified in detail about Garcia’s receipt and subsequent waiver of his Miranda rights, and the drafting and ratification of his statement. (Tr. at 33-39, 98-101, 128-29.) As this Court has no reason to doubt the credibility of the three officers in this case, their specific recollections trump ADA Coyne’s bare assumption that the criminal file jacket accurately represents her conversation with Officer Fogarty. See United States v. Martinez, 634 F.Supp. 1144, 1147 (S.D.N.Y.1986)(<HOLDING>); see also United States v. Patterson, No. 02 Options: A. holding that although defendants voluntarily given initial statement was inadmissible because of miranda violation subsequent statement made after careful miranda warnings were given and waiver was obtained was admissible B. recognizing a public safety exception to the requirement that miranda warnings be given in order to use a suspects statement as evidence against him at trial C. holding that in the absence of police coercion a subsequent administration of miranda warnings to a suspect who has given a voluntary but unwarned statement ordinarily should suffice to remove the conditions that precluded admission of the earlier statement D. holding that in absence of a jurat the fact that the statement was sworn to may be shown by other evidence E. holding that police officers sworn affidavit that miranda warnings were given was held sufficient to deny suppression of defendants postarrest statement in the absence of properlysupported statement by defendant to the contrary

assistant: The best answer is E. holding that police officers sworn affidavit that miranda warnings were given was held sufficient to deny suppression of defendants postarrest statement in the absence of properlysupported statement by defendant to the contrary
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 Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Borrowing, not later than 12:00 noon, New York City time (or, in the case of a Borrowing denominated in a Foreign Currency, 11:00 a.m., London time), three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13 and shall be made in the manner specified in Section 2.10(b).

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: All representations, warranties, and covenants contained in this Subscription Agreement shall survive: (a) the acceptance of the subscription by the Company and the Closing; (b) changes in the transactions, documents, and instruments described in the Offering Documents that are not material or that are to the benefit of the undersigned; and (c) the death or disability of the undersigned.

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: argued that the first trial court had erred in refusing to join the offenses in one trial. This court agreed and reversed, on the ground that both counties had jurisdiction over both offenses. See also Wilson v. State, 298 Ark. 608, 770 S.W.2d 123 (1989) (reiterating the law that separate crimes committed in one continuous episode in more than one county may be tried in either county and require joinder in one county if the defendant requests it). Similarly, in Patterson v. State, 306 Ark. 385, 815 S.W.2d 377 (1991), this court held that although the murder occurred in Greene County, Craighead County had jurisdiction to try the appellant because some of the acts requisite to the murder occurred in Craighead County. See also Pilcher v. State, 303 Ark. 335, 796 S.W.2d 845 (1990) (<HOLDING>); Thrash v. State, 291 Ark. 575, 726 S.W.2d 283 Options: A. recognizing county officers as those whose general authority and jurisdiction are confined within the limits of the county in which they are appointed who are appointed in and for a particular county and whose duties apply only to that county and through whom the county performs its usual political functions B. holding a county and a road district had standing to sue state highway commission and county tax collector based on their interest in and control over the public roads of the county C. holding that the grant county prosecutor had a statutory duty to be legal advisor to the county clerk even though she was not embroiled in litigation in which the county was the real party in interest D. holding that both saline county and grant county had jurisdiction to try the appellant for murder where the actual killing occurred in one county but the acts requisite to the consummation of the murder and the subsequent disposal of the body occurred in the other county E. holding that where the murder and robbery occurred in one county but the plan was hatched in another county and the body was subsequently returned to that other county both counties had jurisdiction to try the appellant

assistant: The best answer is D. holding that both saline county and grant county had jurisdiction to try the appellant for murder where the actual killing occurred in one county but the acts requisite to the consummation of the murder and the subsequent disposal of the body occurred in the other county
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 failure of either party to object to or take action with regard to any breach or noncompliance with any provision of this Project Agreement shall not be construed as a waiver or modification of that or any other provision, or a waiver of any remedy for the breach or noncompliance.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as expressly provided hereunder, neither this AGREEMENT nor any rights or obligations hereunder may be assigned or otherwise transferred by either party without the prior written consent of the other party (which consent shall not be unreasonably withheld); provided, however , that either party may assign this AGREEMENT and its rights and obligations hereunder without the other party’s consent in connection with the transfer or sale of all or substantially all of the business of such party to which this AGREEMENT relates to a third party, whether by merger, sale of stock, sale of assets or otherwise, provided that in the event of a transaction involving COMPANY, such assignment will not be effective until the intended assignee agrees in writing to accept all of the terms and conditions of this AGREEMENT, and such writing is provided to MICHIGAN. The rights and obligations of the parties under this AGREEMENT shall be binding upon and inure to the benefit of the successors and permitted assigns of the parties. Any assignment not in accordance with this AGREEMENT shall be void.

assistant: Assignments
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: time of the full or partial satisfaction of the penalty or costs. On the other hand, the respondent contends that the “judgment” contemplated by the rule does not require a final judgment, but only a judgment for costs. Having determined, supra, that “judgment,” as used in Rule 37 to determine when a trial de novo can be taken, means a final judgment where sentence is imposed, it is axiomatic that the waiver envisioned by Rule 37.71(b) would not occur unless the right to a trial de novo had already accrued, or in other words, final judgment of conviction had already been entered at the time of full or partial satisfaction of the penalty or costs. This is so in that to hold otherwise would violate due process in the case of a SIS. See State v. Gollaher, 905 S.W.2d 542, 547 (Mo.App.1995) (<HOLDING>). In the case of a SIS, where by definition no Options: A. holding that to declare a denial of due process we must find a denial of fundamental fairness B. holding that denial of amendment is within discretion of trial court C. holding that the denial of counsel to a father at a shelter hearing constituted a denial of due process renewable by certiorari D. holding that a denial of due process warrants mandamus relief E. holding that the denial of due process in a particular case is subject to harmless error analysis

assistant: The best answer is A. holding that to declare a denial of due process we must find a denial of fundamental fairness
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: to find more information about our service and its features or if you need assistance with your account , please visit the netflix help center on our website ( www.netflix.com/help ) .

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: of laches in its discretion and on its own motion, though laches was not pleaded in defense). Cf. Hansen v. Kiernan, 159 Mont. 448, 499 P.2d 787, 792 (1972) (recognizing that a court would not consider a claim of laches which was not pleaded); Danovitz v. Portnoy, 399 Pa. 599, 161 A.2d 146, 148 (1960) (noting that the defense of laches which "was not raised in the pleadings nor at any time in court below” could not be considered by the appellate court); Lincoln County v. Fischer 216 Or. 421, 339 P.2d 1084, 1097 (1959) (“[Ljaches is not available as a defense unless pleaded”); Otero v. Sandoval, 60 N.M. 444, 292 P.2d 319, 321 (1956) (asserting that where laches was not pleaded as an affirmative defense, it was not available); Kramer v. Johnson, 361 Mo. 1085, 238 S.W.2d 416, 421 (1951) (<HOLDING>). 14 . It is important to note that we do not Options: A. recognizing laches as an affirmative defense B. holding that where defense of laches was not pleaded denial of equitable relief on grounds of laches was error C. holding that equitable defense of laches is inapplicable to claims of fraud D. holding that laches is an affirmative defense E. recognizing laches as an equitable defense to a motion to reopen

assistant: The best answer is B. holding that where defense of laches was not pleaded denial of equitable relief on grounds of laches was error
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) Commitment Fee . The Borrower agrees to pay to each Lender a commitment fee on the average daily unused amount of such Lender’s Commitment (i) in the case of each Lender on the Effective Date, from the Effective Date or (ii) in the case of any Lender that becomes a Lender after the Effective Date, the effective date specified in the Assumption Agreement or the Assignment and Acceptance pursuant to which it became a Lender, until, in each case, the Termination Date (or, for the avoidance of doubt, the Term-Out Date), payable quarterly in arrears on the first Business Day of each January, April, July and October during the term of such Lender’s Commitment, commencing April 3, 2017, and on the Termination Date, at the rate per annum equal to the Commitment Fee Percentage in effect from time to time.

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: Jones that the appointment was for three years, she understood and believed that to be the case. Id. at 1082. The court concluded that “[w]hen Dr. Jenkins took action to renew or confirm Mr. Young’s three-year appointment, he was acting in conformity with the agreement he made with Mr. Young in 1984.” Id. at 1083. Having found that Oates’ ouster was not motivated by sex discrimination, the court dismissed the action and entered judgment for the District. This appeal followed. Discussion A. Analytical Framework To make out her claim under 42 U.S.C. § 1983, Oates must establish that, acting under color of law, defendants deprived her of her constitutional right not to be discriminated against on account of her sex. See Davis v. Passman, 442 U.S. 228, 99 S.Ct. 2264, 60 L.Ed.2d 846 (1979) (<HOLDING>). It is apparent that the District officials in Options: A. recognizing federal constitutional right to be free from gender discrimination that is not substantially related to the achievement of important governmental objectives B. holding right to testify was federal constitutional right C. holding that a plaintiff could not assert a 1981 claim based on gender discrimination D. holding that the same standard applies to claims of discrimination based upon gender and age E. holding race and gender discrimination claim barred

assistant: The best answer is A. recognizing federal constitutional right to be free from gender discrimination that is not substantially related to the achievement of important governmental objectives
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: Kansas Supreme Court denied the objection and found it was not a claim against the estate but was an action by the heirs-at-law seeking the administration of assets not yet administered. Wright, 170 Kan. at 406-07. The facts in Wright are the same as the facts of this case as Beverly is seeking authority to administer this estate and to find out if there are any assets that need to be administered for the benefit of the estate and its heirs. Clearly, this is an action by Beverly asking for authority to marshal the assets of the estate, if any. An action to marshal assets does not invoke the nonclaim statute. See Estate of Draper v. Bank of America, 288 Kan. 510, 532, 205 P.3d 698 (2009) (in such cases the nonclaim statute does not apply); Nickel v. Vogel, 76 Kan. 625, 92 P. 1105 (1907) (<HOLDING>). Additionally, we note the Supreme Courts Options: A. holding that at least a part of the debtors motivation was to keep assets away from the creditors B. holding that a federal courts dismissal of state claims without prejudice is not res judicata as to adjudication in either state or federal courts C. holding that a bankruptcy courts jurisdiction does not diminish post confirmation if the debtor pursuant to a liquidating plan seeks to commence litigation to collect the debtors assets for the benefit of its creditors D. holding that the jurisdiction of the probate courts of this state to appoint administrators does not depend upon the existence of either assets or creditors E. recognizing code rather than state law as the genesis of an oversecured creditors entitlement to interest out of estate assets regardless of the source of the hen

assistant: The best answer is D. holding that the jurisdiction of the probate courts of this state to appoint administrators does not depend upon the existence of either assets or creditors
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: any inappropriate use , including but not limited to the reproduction , distribution , display or transmission of any content on this site is strictly prohibited , unless specifically authorized by atlas solutions group inc. .

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: not be disturbed. Turning to the element of the intent to deliver, the jury was provided evidence, again circumstantial, with respect to Salda-na’s connection with previously convicted drug dealers. Those individuals happened to be his brothers. There also was submitted admissible evidence that the quantity and purity of the cocaine in question was such that it would not be likely a possessor would have acquired it for personal use. Circumstantial evidence, which is “proof of facts and circumstances from which the main fact to be proved reasonably follows according to common experience of mankind,” is sufficient to establish the elements of a crime. Murray v. State, 671 P.2d 320, 328 (Wyo.1983); Russell v. State, 583 P.2d 690 (Wyo.1978). Cf. Jozen v. State, 746 P.2d 1279 (Wyo.1987) (<HOLDING>). As was true with respect to the element of Options: A. holding that motive is circumstantial evidence of intent B. holding that circumstantial evidence was sufficient to show that a method step was carried out by the direct infringer even in the absence of direct evidence for direct infringer C. holding that such circumstantial evidence may be used to prove discrimination D. holding that direct and circumstantial evidence are to be given the same weight when reviewing the sufficiency of the evidence E. holding circumstantial evidence has equivalent standing to direct evidence in criminal prosecution

assistant: The best answer is E. holding circumstantial evidence has equivalent standing to direct evidence in criminal prosecution
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: that the statute be read to mean that a mailing must occur at any time, but not later than three days after posting. See, e.g., Jensen v. Nelson, 19 N.W.2d 596, 598-99 (Iowa 1945) (ruling that where testator had willed a portion of his estate to the county to build a courthouse if the building was completed within ten years after the testator’s death, the estate must furnish the money where the building was completed between the writing of the will and death of the testator); Tanzilli v. Casassa, 324 Mass. 113, 85 N.E.2d 220, 221 (1949) (permitting appeal of a zoning board decision prior to the rendering of that decision, where statute said the appeal must be made within fifteen days after the decision of the board); Reifke v. State, 31 A.D.2d 67, 296 N.Y.S.2d 667, 669-70 (1968) (<HOLDING>); Adams v. Ingalls Packing Co., 30 Wash.2d 282, Options: A. holding that an action cannot be maintained under young in unique circumstances where the suit against the state officer affects an essential attribute of state sovereignty in a manner that the action must be understood as one against the state B. holding that in the absence of an adequate state remedy one whose constitutional rights are violated has a direct claim against the state under the state constitution C. holding that while the fourteenth amendment is directed against state action and not private action the state action requirement is met in a civil action where state law is applied whether by statute or common law D. holding that a property owner can make a claim against the state prior to the completion of the state action where statute says claim must be made within six months after completion of the action by the state E. holding that the actual amount of capital employed in the state by a foreign corporation was to be based on the property of the corporation that was within the state and that was used in business transacted within the state

assistant: The best answer is D. holding that a property owner can make a claim against the state prior to the completion of the state action where statute says claim must be made within six months after completion of the action by the state
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Neither this Agreement nor any rights under this Agreement may be assigned by any party without the written consent of all other parties; provided, however, the Investors may assign this Agreement to an Affiliate or Affiliates of the Investors.

assistant: Assignments
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: be met, but a claimant must specifically plead compliance with these requirements. Failure to do so is fatal. Suits brought in Wyoming courts are routinely dismissed for want of jurisdiction if a claimant either fails to meet all conditions precedent or fails to plead compliance. Ellen Garman, as next friend and guardian of Apryl Garman, brought this diversity action in federal court against the Campbell County School District No. 1 (“the School District”), a governmental entity, asserting a state law claim for negligence and negligent supervision. She failed to satisfy the special pleading requirement. The district court dismissed for lack of subject matter jurisdiction, as any Wyoming court would be required to do. See Beaulieu v. Florquist, 86 P.3d 863, 866-69 (Wyo.2004) (<HOLDING>). Garman appeals from that dismissal, Options: A. holding the exclusion did not violate the equal protection clause of the wyoming constitution or the fourteenth amendment to the united states constitution B. holding that the court had discretion to allow substitution of plaintiffs to satisfy diversity jurisdiction requirements in order to give the court jurisdiction where no jurisdiction existed when the complaint was filed C. holding a plaintiffs complaint must allege compliance with the signature and certification requirements of the wyoming constitution in order to invoke the courts subject matter jurisdiction D. holding that the plaintiffs claims arose from a certain contract because the subject matter of the plaintiffs suit was intertwined with requirements referred to in the contract E. holding that an order in a criminal matter drafted by the prosecutor and signed by the circuit judge was in compliance with requirements of the law

assistant: The best answer is C. holding a plaintiffs complaint must allege compliance with the signature and certification requirements of the wyoming constitution in order to invoke the courts subject matter 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 case excerpt and choose the best holding from the options. Case excerpt: because plaintiffs “offer no basis to find that putative class members will have retained a receipt, bottle label, or any other concrete documentation of their purchases”). The Court agrees with Judge Rakoff s reasoning in Ebin. Declining to certify classes when consumers are likely to lack proof of purchase “would render class actions against producers almost impossible to bring.” Ebin v. Kangadis Food Inc., 297 F.R.D. at 567. “Yet the class action device, at its very core, is designed for cases like this where a large number of consumers have [allegedly] been defrauded but no one consumer has suffered an injury sufficiently large as to justify bringing an individual lawsuit.” Id.; see also Amchem Prods., Inc. v. Windsor, 521 U.S. 591, 617, 117 S.Ct. 2231, 138 L.Ed.2d 689 (1997) (<HOLDING>). If proof of purchase was required to satisfy Options: A. holding that if small claims court judgments do not have claim preclusive effect then small claims courts become a false forum and these policy objectives are not met B. recognizing that when what is small is not the aggregate but the individual claim thats the type of case in which class action treatment is most needfulf and emphasizing that a class action has a deterrent as well as a compensatory objective C. holding that facilitating small claims is the policy at the very core of the class action mechanism D. holding that claim preclusion applies to small claims court adjudication and that judicial economy is not served by encouraging resolution of property claims in small claims court and other claims in district court E. holding that because no class was certified at the time the individual claims were dismissed the class action was properly dismissed

assistant: The best answer is C. holding that facilitating small claims is the policy at the very core of the class action mechanism
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: correct? A. I don’t recall. I don’t recall on that. Q. Was there a discussion before Dr. Guevara invested regarding what percentage of profit would be made on the merchandise? A. I don’t remember. I don’t remember. Predictions and opinions regarding the future profitability of a business generally cannot form a basis for a claim of fraud. Trenholm v. Ratcliff, 646 S.W.2d 927, 930 (Tex.1983); Maness v. Reese, 489 S.W.2d 660, 663 (Tex.Civ.App.-Beaumont 1972, writ ref d n.r.e.); see Nat’l Newspaper Enters., Inc. v. Chitwood, 68 S.W.2d 264, 267 (Tex.Civ.App.-Dallas 1934, writ dism’d) (stating that a statement of belief as to the future earnings of a business based more or less on guesswork cannot be the basis of fraud); see also Zar v. Omni Indus., Inc., 813 F.2d 689, 693 (5th Cir.1987) (<HOLDING>); Transp. Ins. Co. v. Faircloth, 898 S.W.2d Options: A. holding as an investment for future development B. holding that defendants failure to anticipate future events did not constitute securities fraud C. holding that in texas future predictions and opinions especially those regarding the future profitability of a business cannot as a matter of law form a basis for fraud D. holding that expressions of belief or opinion regarding the future of plaintiffs and defendants respective businesses and promissory statements of future intent do not violate the udtpa E. holding that mere statements of opinion or prediction such as future profits or how well a business will do in a particular market may not be a basis for a fraud or misrepresentation action because predictions are not past or present material facts

assistant: The best answer is C. holding that in texas future predictions and opinions especially those regarding the future profitability of a business cannot as a matter of law form a basis for fraud
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you agree that , except to the extent inconsistent with or preempted by federal law , the laws of the state of utah , without regard to principles of conflict of laws , will govern the user agreement and any claim or dispute that has arisen or may arise between you and ebay , except as otherwise stated in the user agreement .

assistant: Choice of law
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: Payment of the amounts payable with respect to Stock Appreciation Rights pursuant to this Article 11 shall be in cash, Shares (based on its Fair Market Value as of the date the Stock Appreciation Right is exercised), or a combination of both, as determined by the Administrator.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be terminated by the Company or any Investor, by written notice to the other parties, if the Closing has not been consummated by the twentieth (20 th ) Business Day following the date of this Agreement; provided , however , that no such termination will affect the right of any party to sue for any breach by the other party (or parties) or any provisions hereof that survive termination.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement, and the Executive’s rights and obligations hereunder, may not be assigned or delegated by him. The Company may assign its rights, and delegate its obligations, hereunder to any affiliate of the Company, or any successor to the Company, specifically including the restrictive covenants set forth in Section 4 hereof. The rights and obligations of the Company under this Agreement shall inure to the benefit of and be binding upon its respective successors and assigns.

assistant: Assignments
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 Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing (the use of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law; rather, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties), (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise in writing as directed by the Lenders, and (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any of its Subsidiaries that is communicated to or obtained by the institution serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, (vi) the satisfaction of any condition set forth in Article V or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or (vii) any failure by the Borrower or any other Person (other than itself) to perform any of its obligations hereunder or under any other Loan Document or the performance or observance of any covenants, agreements or other terms or conditions set forth herein or therein.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the causal connection between the breach and the plaintiffs’ injuries. The plaintiffs argue that expert testimony as to the standard of care is not required because the Patients’ Bill of Rights, RSA 151:21, supplies that standard. Specifically, they argue that the applicable standard is articulated in RSA 151:21, VIII, which prevents medical care providers from involuntarily secluding their patients, and RSA 151:21, XII, which requires that providers allow patients to freely communicate with family members. However, RSA 507-E :2 explicitly states that plaintiffs “must include expert testimony” to meet their burden of proof. RSA 507-E :2, I (emphasis added). Other forms of evidence as to the standard of care are therefore insufficient. See Bissett v. Renna, 142 N.H. 788, 793-94 (1998) (<HOLDING>). Furthermore, RSA 151:30 (2005) provides a Options: A. holding that to bring a cause of action in federal court requires that plaintiffs establish at an irreducible minimum an injury in fact that is there must be some threatened or actual injury resulting from the putatively illegal action B. holding that standard of care need not be listed separately in report when same standard applies to each health care provider C. holding that a manufacturers insert in and of itself may not establish the relevant standard of care in a medical negligence action but may be considered by the fact finder along with expert testimony to define the standard of care D. holding that a food and drug administration publication recommending how and when various drugs should be prescribed is insufficient to establish the standard of care in an action for medical injury resulting from an alleged improper prescription E. holding that an experts personal preference does not establish a national standard of care

assistant: The best answer is D. holding that a food and drug administration publication recommending how and when various drugs should be prescribed is insufficient to establish the standard of care in an action for medical injury resulting from an alleged improper prescription
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 will fully indemnify and hold harmless Mr. Bennett from any liability arising out of or related to his engagement as CEO to the same extent as an employee serving in the capacity of the Company’s CEO & President, except those that are directly or indirectly attributable to the willful misconduct or illegal acts of Mr. Bennett. The Company will cover Mr. Bennett under its D&O insurance policy to the same extent as an employee serving in the capacity of the company’s CEO & President.

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: Executive and the Company, without the necessity of any further consideration, agree to execute and deliver such other documents and take such other action as may be necessary to consummate more effectively the purposes and subject matter of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts made and performed in such state without giving effect to the choice of law principles of such state that would require or permit the application of the laws of another jurisdiction.

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: the purposes of the Railway Labor Act, recognizing that the overarching legislative goal is to facilitate collective bargaining and to achieve industrial peace.” International Bhd. of Elec. Workers v. Foust, 442 U.S. 42, 47, 99 S.Ct. 2121, 2125, 60 L.Ed.2d 698 (1979). In Foust, the Court reversed an award of punitive damages against a union that had breached its duty of fair representation. The Court agreed that punitive damages would induce unions to represent members fairly, but decided that such awards could impair unions’ financial stability and thereby upset the careful balance of interests necessary to achieve the purposes of the RLA. Id., 442 U.S. at 48, 50-51, 99 S.Ct. at 2125, 2127. See also Brotherhood of Ry. Carmen v. Delpro Co., 579 F.Supp. 1332, 1335-36 (D.Del.1984) (<HOLDING>). With this general background in mind, we now Options: A. holding that award of punitive damages against carrier would undermine purposes of rla B. holding that evidence of a defendants financial condition is a prerequisite to an award of punitive damages C. holding that conduct must be beyond the fraud which supported compensatory damages to award punitive damages D. holding a court may not award punitive damages E. holding that proportionality is not the touchstone for a punitive damages award

assistant: The best answer is A. holding that award of punitive damages against carrier would undermine purposes of rla
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: please carefully read the fine print ( below the room types or at the bottom of each supplier page on our platform ) and important information in your reservation confirmation for additional policies as may be applied by the supplier ( e.g. in respect of age requirement , security deposit , non-cancellation/additional supplements for group bookings , extra beds/no free breakfast , pets/cards accepted ) .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In the event of any dispute between the parties, including but not limited to any claims arising from or related to this Agreement or the termination of this Agreement, any claims related to Executive's employment or the termination of the Executive's employment, or any claims arising under the state and federal laws governing employment (including without limitation discrimination claims), such dispute will be determined, upon the written request of either party, by binding arbitration under the auspices of and pursuant to the Employment Dispute Resolution Rules of the American Arbitration Association. Such arbitration shall be conducted in Stamford, Connecticut before a single arbitrator. The arbitrator will have no power to add to, subtract from, or modify any of the terms of this Agreement except that a provision otherwise invalid, illegal or unenforceable shall be modified or subtracted from to the least extent necessary to make it valid, legal and enforceable. The decision of the arbitrator shall be final and may be enforced by any court of competent jurisdiction, and both parties hereto consent to the personal jurisdiction of the state and federal courts of Connecticut for such purposes. Notwithstanding the foregoing, the Company shall be entitled to seek injunctive relief against the Executive in the state and federal courts of Connecticut for any breach or threatened breach of any provisions of this Agreement. In addition, in the event that the Company prevails in any such action for injunctive relief, the Executive shall be liable to the Company for all of its attorneys' fees and legal costs incurred in such action, as well as all damages or other remedies available at law.

assistant: Arbitration
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 and all notices, demands or other communications required or desired to be given hereunder by either party shall be in writing and shall be validly given or made to the other party or its authorized representative at the addresses set forth below. Any party may change its address for the purpose of receiving notices as herein provided by a written notice given to the other party.

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: (a) Each Loan Party and each of its Restricted Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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

user: In view thereof, the parties undertake that - 3.2 they will not, without the prior written consent of the disclosing party: 3.2.1 during the course of the negotiations and discussions referred to in 1 or at any time thereafter, directly or indirectly, use any of the confidential information, otherwise than for the purpose of such negotiations and discussions or for the implementation of any agreement resulting there from;

assistant: Yes
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 bind and inure to the benefit of the respective successors and assigns of each of the parties; provided , that no Borrower may assign this Agreement or any rights or duties hereunder without the Lenders' prior written consent and any prohibited assignment shall be absolutely void ab initio. No consent to assignment by the Lenders shall release any Borrower from its Obligations. A Lender may assign this Agreement and the other Loan Documents and its rights and duties hereunder and thereunder pursuant to Section 13.1 and, except as expressly required pursuant to Section 13.1 , no consent or approval by any Borrower is required in connection with any such assignment.

assistant: Successors