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: loss, as required by I.R.C. § 465. Because the Tax Court did not address those arguments, and because we agree that Crispin’s CARDS transaction fails to satisfy the economic substance doctrine, we do not address the Commissioner's other arguments. 16 . The Tax Court noted that the true net cost of the CARDS transaction to Crispin was only $72,926, primarily the structuring fee paid to Chenery and the cost of the Pullman Opinion. The ordinary loss actually reported by Murus, by comparison, was $7,641,706. 17 . With exceptions not relevant in this case, "[t]he basis of property shall be the 7) (same), Gilman v. Comm’r, 933 F.2d 143, 151 (2d Cir.1991) (same), and Massengill v. Comm’r, 876 F.2d 616, 619-20 (8th Cir.1989) (same), with Heasley v. Comm’r, 902 F.2d 380, 383 (5th Cir. 1990) (<HOLDING>), Gainer v. Comm'r, 893 F.2d 225, 228 (9th Options: A. holding that when the irs totally disallows a deduction the underpayment is not attributable to a valuation overstatement but rather to claiming an improper deduction B. holding that trial delay for dna testing was attributable to the state but was mere negligence C. holding that the district court did not abuse its discretion in declining to apply laches where the only prejudice shown by the government was attributable to its own delay rather than to that of the movant D. holding that valuation should occur on the date of the trial at which property issues are determined E. holding that dismissal of indictment was abuse of discretion when delay attributable to the government was twelve months

assistant: The best answer is A. holding that when the irs totally disallows a deduction the underpayment is not attributable to a valuation overstatement but rather to claiming an improper deduction
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 twelve after a two-point reduction for acceptance of responsibility. With a criminal history category of III, Scirotto’s sentencing guideline range was fifteen to twenty-one months’ imprisonment. The court rejected Scirotto’s plea for a noncustodial sentence and sentenced him to the guideline minimum term of fifteen months’ imprisonment and a $100 assessment. Scirotto filed a timely notice of appeal with a new attorney. He urges us not to enforce the appellate waiver, contending former counsel was ineffective during the guilty plea for failing to preserve for appeal the issue of sentencing guideline selection. II. The District Court had jurisdiction under 18 U.S.C. § 3231. We have jurisdiction under 28 U.S.C. § 1291. See United States v. Gwinnett, 483 F.3d 200, 203 (3d Cir.2007) (<HOLDING>). Our review of the validity and applicability Options: A. holding that a waiver of right to appeal contained in a plea agreement is enforceable B. holding that a plea agreement with a waiver of direct appeal rights does not include a waiver of collateral remedies because the government could have included a waiver of collateral rights in the plea agreement and chose not to do so C. holding that the court had no jurisdiction over an alleged breach of a plea agreement D. holding the court of appeals had subject matter jurisdiction notwithstanding a defendants waiver of appellate rights in a plea agreement E. holding that a lack of a waiver of sovereign immunity deprives federal courts of subject matter jurisdiction

assistant: The best answer is D. holding the court of appeals had subject matter jurisdiction notwithstanding a defendants waiver of appellate rights in a plea agreement
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: Actavis represents and warrants to Plaintiffs that, as of the Effective Date, (i) Actavis or its Affiliates own all right, title and interest in, to and under the Actavis ANDAs, and Actavis and its Affiliates have not granted or assigned to any Third Party, directly or indirectly, any rights under or to the Actavis ANDAs or Actavis Products, (ii) except as provided for in Section 16.02, Actavis and its Affiliates will not transfer ownership, in whole or in part, of said Actavis ANDAs, except to an Affiliate of Actavis or to a successor to all or substantially all of the business to which this Agreement pertains, until the expiration of the license granted herein, (iii) Actavis has the right to settle the Lawsuits, and (iv) apart from the Actavis ANDAs, Actavis and its Affiliates do not own or control as of the Effective Date, and will not file or acquire after the Effective Date, any application for any other generic version of Relistor ® Injection.

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: no citizen can lawfully do that which has a tendency to be injurious to the public or against the public good.” Coman, 325 N.C. at 175 n.2, 381 S.E.2d at 447 n.2. Although this definition of public policy “does not include a laundry list of what is or is not ‘injurious to the public or against the public good,’ at the very least public policy is violated when an employee is fired in contravention of express policy declarations contained in the North Carolina General Statutes.” Amos v. Oakdale Knitting Co., 331 N.C. 348, 353, 416 S.E.2d 166, 169 (1992) (footnote omitted). Wrongful discharge claims have been recognized in North Carolina where the employee was discharged (1) for refusing to violate the law at the employer’s request, see, e.g., Coman, 325 N.C. at 175, 381 S.E.2d at 447 (<HOLDING>); Sides, 74 N.C. App. at 343, 328 S.E.2d at Options: A. recognizing tort of wrongful discharge in violation of public policy B. holding the complaint stated a claim for wrongful discharge in violation of public policy where the employee was discharged for refusing to comply with his employers demand that he continue to operate a commercial vehicle for periods of time that violated federal regulations C. recognizing claim for wrongful discharge in violation of public policy where the employee alleged he was handicapped and that his employer discharged him because of his handicap in violation of nc gen stat 1434222 D. holding that the plaintiffs complaint stated an enforceable claim for wrongful discharge where the employee was wrongfully discharged in retaliation for refusing to testify falsely in a medical malpractice case E. holding that the plaintiff alleged sufficient facts in his complaint to state a claim for wrongful discharge where he alleged he was discharged due to his political affiliation and activities

assistant: The best answer is B. holding the complaint stated a claim for wrongful discharge in violation of public policy where the employee was discharged for refusing to comply with his employers demand that he continue to operate a commercial vehicle for periods of time that violated federal regulations
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as set forth in the SEC Reports, there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “ Action ”) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.

assistant: Litigations
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 Executive’s employment may be terminated in accordance with the Panama Labor Code, specifically including Article 210, Article 213 and Article 223 (the terms of which are set forth in Exhibit “A” hereto) and other related applicable laws or regulations.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Whenever Sublessee requests the consent or approval of Sublessor under this Sublease, Sublessee shall pay to Sublessor, as Additional Rent within ten (10) days after demand therefor, all reasonable costs assessed by Landlord against Sublessor resulting therefrom.

assistant: Costs
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 payments to be made by the Borrowers shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in Dollars and in Same Day Funds not later than 2:00 p.m. on the date specified herein. Without limiting the generality of the foregoing, the Administrative Agent may require that any payments due under this Agreement be made in the United States. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, such Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent (i) after 2:00 p.m., in the case of payments in Dollars, or (ii) after the Applicable Time specified by the Administrative Agent in the case of payments in an Alternative Currency, shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by any Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Grom shall have obtained all consents, waivers and approvals required in connection with the consummation of the transactions contemplated hereby, other than consents, waivers and approvals the absence of which, either alone or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Grom.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If any provision which is not essential to the effectuation of the basic purpose of this Agreement is determined by a court of competent jurisdiction to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of the remaining provisions of this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: King, 166 N.C. App. 2 17 (2005). See also First Investors Corp. v. Citizens Bank, Inc., 757 F. Supp. 687, 690-91 (W.D.N.C. 1991) (observing that “[t]he general rule thus appears to be that conversion actions accrue upon the conversion- itself rather than upon its discovery” and concluding that “the Plaintiffs’ cause of action for each alleged conversion accrued at the time of that particular conversion”), aff’d per curiam, 956 F.2d 263 (4th Cir. 1992). Since the complaint in this case does not allege when Nye made the payments on the loan (the act exercising dominion over the funds), we again cannot determine from the allegations of the complaint that the conversion claim is barred by the statute of limitations. See Benson v. Barefoot, 148 N.C. App. 394, 396, 559 S.E.2d 244, 246 (2002) (<HOLDING>). Finally, this Court held in Lowder v. All Options: A. holding that as neither complaint nor answer gave date on which alleged conversions took place judgment on pleadings was improper B. holding that a trial court entered judgment on the pleadings where the decision did not depend on any document outside the pleadings C. holding original complaint was admission where it alleged an accident occurred on a different date than the amended complaint D. holding that discriminatory event which took place three years before was too remote E. holding negligent misrepresentation claim was not preempted because it neither sought benefits under plan nor alleged improper processing of benefits

assistant: The best answer is A. holding that as neither complaint nor answer gave date on which alleged conversions took place judgment on pleadings was improper
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as set forth on Schedule 7.14 or as disclosed in writing to the Administrative Agent (which shall promptly furnish a copy to the Lenders), which shall be a supplement to Schedule 7.14 , the Borrower has no Subsidiaries and the Borrower has no Foreign Subsidiaries. Schedule 7.14 identifies each Subsidiary as either “Material” or “Immaterial”.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may only be amended or modified by an instrument in writing signed by each of the parties hereto. No failure or delay on the part of either party to this Agreement in the exercise of any power or right, and no course of dealing between the parties hereto, shall operate as a waiver of such power or right, nor shall any single or partial exercise of any power or right preclude any further or other exercise thereof or the exercise of any other power or right. Any waiver of any provision of this Agreement, and any consent to any departure by either party from the terms of any provision hereof, shall be effective only in the specific instance and for the specific purpose for which given. Nothing contained in this Agreement and no action or waiver by any party hereto shall be construed to permit any violation of any other provision of this Agreement or any other document or operate as a waiver by such party of any of his or its rights under any other provision of this Agreement or any other document.

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 case excerpt and choose the best holding from the options. Case excerpt: In Granato v. City and County of Denver, No. CIV 11-0304 MSK/BNB, 2011 WL 3820730 (D.Colo. Aug. 20, 2011), the Honorable Marcia S. Krieger, now-Chief United States District Judge for the District of Colorado, ruled similarly: At a minimum, a party asserting a Mo-nell claim must plead sufficient facts to identify the unconstitutional custom or policy that was promulgated and the means by which that custom or policy caused the constitutional violation. Here, Ms. Granato’s allegations of an unconstitutional custom or policy maintained by Denver Health are entirely conclusory. She offers only the “formulaic recitation” of a Monell claim, alleging that Mr. Khazanov “act[ed] and/or fail[ed] to act pursuant to City or State policy, custom, decision, ordinance, re d 503, 506-07 (3d Cir.l985)(<HOLDING>). The Court does not believe a pre-determined Options: A. holding that courts are to accept allegations in the complaint as being true including monell policies and writing that a federal court reviewing the sufficiency of a complaint has a limited task B. holding that for purposes of a class certification motion the court must accept as true all factual allegations in the complaint and may draw reasonable inferences therefrom C. recognizing that the allegations of the complaint must be accepted as true on a threshold motion to dismiss D. holding that a court need not accept as true conclusory allegations which are contradicted by documents referred to in the complaint E. holding that where the defendant was in default the district court correctly accepted the fact allegations of the complaint as true

assistant: The best answer is A. holding that courts are to accept allegations in the complaint as being true including monell policies and writing that a federal court reviewing the sufficiency of a complaint has a limited task
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 Plan shall be effective as of the date that it is approved by the Board (the date on which such approval is completed being referred to herein as the “Effective Date”); provided, however, that no Awards granted under the Plan after the Effective Date prior to the Stockholders’ Meeting will vest or become exercisable prior to the date of the Stockholders’ Meeting (and only if the Plan is approved by the stockholders at the Stockholders’ Meeting) and all such Awards shall be forfeited as of the date of the Stockholders’ Meeting if the Plan is not approved by the Company’s stockholders at the Stockholders Meeting. The Plan shall be unlimited in duration and, in the event of Plan termination, shall remain in effect as long as any shares of Common Stock awarded under it are outstanding and not fully vested; provided, however, that no new Awards will be made under the Plan on or after the tenth anniversary of the Effective Date. Any awards made under the Prior Plan prior to the Effective Date shall continue to be subject to the terms and conditions of the Prior Plan. Following the Effective Date and if the Plan is approved at the Stockholders’ Meeting, no further awards will be made under the Prior Plan.

assistant: Effective Dates
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 may, directly or through its third party stock plan administrator, endeavor to provide certain notices to the Participant regarding certain events relating to awards that the Participant may have received or may in the future receive under the Plan, such as notices reminding the Participant of the vesting or expiration date of certain awards. The Participant acknowledges and agrees that (1) the Company has no obligation (whether pursuant to this Agreement or otherwise) to provide any such notices; (2) to the extent the Company does provide any such notices to the Participant the Company does not thereby assume any obligation to provide any such notices or other notices; and (3) the Company, its Subsidiaries and the third party stock plan administrator have no liability for, and the Participant has no right whatsoever (whether pursuant to this Agreement or otherwise) to make any claim against the Company, any of its Subsidiaries or the third party stock plan administrator based on any allegations of, damages or harm suffered by the Participant as a result of the Company’s failure to provide any such notices or the Participant’s failure to receive any such notices. The Participant further agrees to notify the Company upon any change in his or her residence address.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you get a limited license to virtual items by visiting the purchase page in one of our games and providing billing authorization through the platform on which you are playing ( e.g. , facebook , apple ios , android ) .

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: This Agreement shall be governed by and construed in accordance with the Laws of the State of Florida applicable to a contract executed and performed in such State without giving effect to the conflicts of Laws principles thereof, which would result in the applicability 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 legal provision and list the applicable contract clause categories. Provision: The Company and its subsidiaries have insurance which is in amounts and insures against such losses and risks as are reasonable and customary for the business in which they are engaged; and neither the Company nor any of its subsidiaries has (i) received notice from any insurer or agent of such insurer that capital improvements or other expenditures are required or necessary to be made in order to continue such insurance or (ii) any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage at reasonable cost from similar insurers as may be necessary to continue its business.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Performance Shares earned pursuant to the Award will Vest on the date on which the Committee issues its written certification of the achievement of the Performance Goals set forth below (the “Vesting Date”), subject to the Participant’s continued employment through the Vesting Date. Such certification will be made by the Committee no later than 30 days following the date on which the Corporation’s independent auditors issue their opinion on the Corporation’s financial statements for the year ended December 31, 20 . On the Vesting Date, any Performance Shares subject to the Award that have not Vested will be forfeited.

assistant: Vesting
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: this agreement constitutes your agreement with betterpoints limited ( `` betterpoints.uk '' ) with respect to your use of the service ( `` service '' ) .

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: when he asked for and accepted voluntary departure under [8 U.S.C. § 1229e(a) ]. In particular, Medina-Morales argues that the BIA impermissibly used contract law principles to deny his motion to reopen, by relying on his “bargain” with the IJ. We do not think that the BIA’s decision created a new evidentiary standard. We have previously held that the BIA announced a new evidentiary standard and thus denied an alien due process when, without notice, it relied exclusively on the alien’s failure to provide “ ‘medical evidence’ or additional declarations” in concluding that his alleged foot injury did not constitute an exceptional circumstance warranting rescission of deportation. Singh v. INS, 213 F.3d 1050, 1053 (9th Cir.2000); see also Arrieta v. INS, 117 F.3d 429, 432 (9th Cir.1997) (<HOLDING>). ' Unlike in Singh and Arrieta, however, the Options: A. holding evidence insufficient to overcome presumption of correctness B. holding that a sworn affidavit that neither the alien nor another responsible party residing at his address received the notice will generally rebut the presumption of delivery created by regular mail C. recognizing presumption of effective service by regular mail D. holding that the bia had imposed a new standardof proof by requiring the alien to provide substantial evidence to overcome a presumption of effective mail delivery E. recognizing presumption and finding that it was overcome

assistant: The best answer is D. holding that the bia had imposed a new standardof proof by requiring the alien to provide substantial evidence to overcome a presumption of effective mail delivery
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: reentry which was an accurate rendition of the law as it existed on the date of Appellant’s deportation. See Heckler v. Community Health Services, Inc., 467 U.S. 51, 59, 104 S.Ct. 2218, 2223-24, 81 L.Ed.2d 42 (1984); K-Mart Corp. v. Oriental Plaza, Inc., 875 F.2d 907, 912 (1st Cir.1989) (defining elements of equitable estoppel to include a material misrepresentation of a party who had reason to know of its falsity and reasonable reliance upon the misrepresentation to the charging party’s disadvan tage). Further, this Court has recently held that even where the I.N.S. erroneously informed a deportee of the penalty faced upon reentry, such an error is not a mitigating factor justifying a downward departure under the Sentencing Guidelines. U.S. v. Smith, 14 F.3d 662 (1st Cir.1944) (<HOLDING>). Hence, Appellant’s arguments regarding the Options: A. recognizing that postoffense rehabilitative efforts while normally not grounds for departure may support departure in extraordinary circumstances and noting that the totality of the circumstances may justify a departure where a single circumstance is not alone sufficient B. holding that military service although exemplary 25 years prior to offense did not justify downward departure C. holding that a district court did not err in concluding that the defendant was not entitled to a downward departure due to his status as an alien subject to removal D. holding that even where defendant was misinformed as to the consequences of unlawful reentry and stated that he returned in reliance on the misrepresentation such a circumstance did not justify a downward departure where defendant made a purposeful decision to engage in felonious conduct E. holding that a defendants substance abuse or addiction does not justify a downward departure

assistant: The best answer is D. holding that even where defendant was misinformed as to the consequences of unlawful reentry and stated that he returned in reliance on the misrepresentation such a circumstance did not justify a downward departure where defendant made a purposeful decision to engage in felonious conduct
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of rule 11 and the common law that ordinarily apply to the enforcement of settlement agreements do not apply to mediated settlement agreements in divorce proceedings, if the agreements meet the three requirements listed in section 6.602(b). See Cay an, 38 S.W.3d at 166 (stating that section 6.602 was enacted to create a procedural short cut for the enforcement of mediated settlement agreements in divorce cases). We hold that the phrase “notwithstanding rule 11 or another rule of law” does not require a trial court to enforce a mediated settlement agreement simply because it complies with section 6.602(b), irrespective of what the agreement provides for or how it was procured. See In re Kasschau, 11 S.W.3d 305, 311 (Tex.App.Houston [14th Dist.] 1999, orig. proceeding) (op. on reh’g) (<HOLDING>); see also Cayan, 38 S.W.3d at 166 n. 8. We Options: A. holding that trial court did not err by refusing to enforce mediated settlement agreement that contained an illegal provision B. holding that trial court is without authority to modify a settlement agreement but may enforce and interpret it C. holding that a court may only enforce a settlement agreement if it constitutes an enforceable contract D. holding that trial court did not err E. holding that the trial courts denial of appellants motion to enforce settlement agreement constituted an important issue

assistant: The best answer is A. holding that trial court did not err by refusing to enforce mediated settlement agreement that contained an illegal provision
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: Fieldstone, may exist such that Countrywide could be indirectly liable for Hilltop and Fieldstone’s violation of the CTA and fraudulent misrepresentations. Although the plaintiffs do not allege an agency relationship between Countrywide and the other defendants in their complaint, it is not necessary for a pleading to allege an agency relationship in order to survive a Rule 12(b)(6) motion. “[A]s a matter of law, allegations of agency, vicarious liability, and/or respondeat superior are not required. A person legally responsible for an act may be alleged to have committed it without going into the theories which support that ultimate fact.” Greenberg v. Sala, 822 F.2d 882, 886 (9th.Cir.1987); see also Fed. Sav. and Loan Ins. Corp. v. Shearson-Am., 658 F.Supp. 1331, 1343 (D.P.R.1987) (<HOLDING>). IV. Ameriquest’s motion to dismiss Options: A. holding that a party can be held liable for securities fraud on an agency or a respondeat superior theory B. holding inter alia that a municipality cannot be held liable under section 1983 on a respondeat superior theory C. holding that a municipality cannot be liable on a respondeat superior theory D. holding that liability may not be predicated upon a theory of respondeat superior because a supervisor can be liable only for his own acts or omissions E. holding that municipality may not be held liable under 1983 upon theory of respondeat superior

assistant: The best answer is A. holding that a party can be held liable for securities fraud on an agency or a respondeat superior theory
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of the Loan Parties shall not, and shall not permit any of its Unregulated Subsidiaries (other than Project Subsidiaries) to, at any time create, incur, assume or suffer to exist any Lien on any of its property or assets, tangible or intangible, now owned or hereafter acquired, or agree or become liable to do so, except Permitted Liens and extensions or renewals of Permitted Liens; provided in each case that the Indebtedness secured thereby is not restricted under Section 8.2.1 [Indebtedness].

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: Read the legal provision and list the applicable contract clause categories. Provision: (a) It shall be a condition of the obligation of the Company to issue Option Shares to the Key Employee or the Beneficiary, and the Key Employee agrees, that the Key Employee shall pay to the Company upon its demand, such amount as may be requested by the Company for the purpose of satisfying its liability to withhold federal, state, or local income or other taxes incurred by reason of the exercise of the Option.

assistant: Tax Withholdings
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 federal, state and other material tax returns of the Parent, the Borrower, each other Loan Party and each other Subsidiary required by Applicable Law to be filed have been duly filed (taking into account any extensions of time within which to file such returns), and all federal, state and other material taxes, assessments and other governmental charges or levies upon, each Loan Party, each other Subsidiary and their respective properties, income, profits and assets which are due and payable have been paid, except any such nonpayment or non-filing which is at the time permitted under Section 8.6. As of the Agreement Date, none of the United States income tax returns of the Parent, the Borrower, any other Loan Party or any other Subsidiary is under audit. All material charges, accruals and reserves on the books of the Borrower, the other Loan Parties and the other Subsidiaries in respect of any taxes or other governmental charges are in accordance with GAAP.

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: Any waiver of any term of this Settlement Agreement must be in writing and signed by the Party waiving its rights hereunder. Conduct that is arguably or actually inconsistent with rights granted under this Settlement Agreement shall not constitute a waiver unless an intent to waive rights under this Settlement Agreement is clearly expressed in writing as required by this paragraph. The waiver of any term or condition contained in this Settlement Agreement shall not be construed as a waiver of any other term or condition contained in this Settlement Agreement.

assistant: 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: If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and Newpark shall determine the effective date (the “ Revolving Credit Increase Effective Date ”) and the final allocation of such increase. The Administrative Agent shall promptly notify Newpark and the Lenders of the final allocation of such increase and the Revolving Credit Increase Effective Date.

assistant: Effective Dates
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 issue a permit to install” a waste disposal system unless that system “[m]eets all applicable county zoning and land use requirements .... ” Taken together, these provisions indicate a clear intent on the part of the General Assembly to locate environmental permitting with the MDE, and zoning with local government. There is no reasonable way to construe these provisions of the Maryland Code as doing anything other than complementing local government’s role in planning and zoning. If we held otherwise, we would be reading an over-broad preemptive intent into an otherwise clear statutory scheme. MRA’s preemption argument fails because it does not account for the dual nature of this process. See Ad + Soil, Inc. v. County Comm’rs of Queen Anne’s County, 307 Md. 307, 513 A.2d 893 (1986) (<HOLDING>). Preemption Based on Legislative Changes to Options: A. holding that state court could regulate the practice of law in federal courts located in the state B. holding that the relevant body of state law did indeed regulate many aspects of sewage sludge utilization but was not so comprehensive that the acceptance of the doctrine of preemption by occupation is compelled C. holding that a party did not waive its preemption defense where its answer did not specifically mention preemption but contained a broader defense that was capable of encompassing preemption D. recognizing that although there was no property in a dead body at common law the one whose duty it is to care for the body of the deceased is entitled to possession of the body as it is when death comes and that it is an actionable wrong for another to interfere with that right by withholding the body or mutilating it in any way E. recognizing that the artful pleading doctrine in practice is subsumed by the complete preemption doctrine

assistant: The best answer is B. holding that the relevant body of state law did indeed regulate many aspects of sewage sludge utilization but was not so comprehensive that the acceptance of the doctrine of preemption by occupation is compelled
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 the provisions of this Agreement, the parties shall hold a closing (the “Closing”) on (i) the first business day on which the last of the conditions set forth in Article V to be fulfilled prior to the Closing is fulfilled or waived or (ii) at such time and place as the parties hereto may agree. Such date shall be the date of Exchange (the “Effective Time”).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $ of shares of Preferred Stock. The aggregate number of shares of Preferred Stock sold hereunder shall be up to shares. Each Purchaser shall deliver to the Escrow Agent, via wire transfer or a certified check, immediately available funds equal to its Subscription Amount, and the Company shall deliver to each Purchaser its respective shares of Preferred Stock, and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of Company Counsel or such other location as the parties shall mutually agree. The Company covenants that, if the Purchaser delivers a Notice of Conversion (as defined in the Certificate of Designation) to convert any shares of Preferred Stock between the date hereof and the Closing Date, the Company shall deliver such Conversion Shares, in lieu of such number of shares of Preferred Stock being converted, to the Purchaser on the Closing Date in accordance with such Notice of Conversion.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to prove a value of more than $100. The value of articles stolen from a stock of merchandise may be established by proof of the price at which the articles and other like articles are being offered and sold at the place where the articles were stolen. Robinson v. State, 107 Neb. 591, 186 N.W. 977 (1922). In Robinson, the court held that “[a]s to the proof of value, there is no better way of showing the market value of any article than the price at which it and others of its class are being offered and sold on the market.” 107 Neb. at 592, 186 N.W. at 978. However, in the case at hand, as' in State v. Garza, 241 Neb. 256, 487 N.W.2d 551 (1992), there is no evidence that the merchandise was actually sold for that value. See, also, State v. Sexton, 240 Neb. 466, 482 N.W.2d 567 (1992) (<HOLDING>). The Garza court held that price tags alone do Options: A. holding that evidence that the defendant and a witness sold drugs together was relevant to prove how the witness knew the defendant B. holding that plaintiff was entitled to sue under rule 10b5 for the difference between the price and the value received from the sale of the security where as here the evil is not the price at which plaintiff bought but the fact of being induced to buy C. holding that evidence was sufficient where there was testimony that appellant was seen threatening the victim and that other people were afraid D. holding that evidence was sufficient to establish aggravated assault where appellant was seen pointing and firing a gun at two women E. holding that police officers testimony that defendant was seen dragging sack toward parking garage with tag reflecting price at which item was being bought and sold on day of offense was sufficient evidence to prove value

assistant: The best answer is E. holding that police officers testimony that defendant was seen dragging sack toward parking garage with tag reflecting price at which item was being bought and sold on day of offense was sufficient evidence to prove value
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: Capitalized terms, used but not defined herein, shall have the respective meanings specified in the Unsecured Notes Indenture or the Purchase Agreement, as applicable. A copy of the Purchase Agreement shall be provided to the Escrow Agent and the Trustee for the sole and limited purpose of reference to defined terms.

assistant: Definitions
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: Seller acknowledges and agrees that (i) the covenants, obligations and agreements of the Seller contained in this Agreement relate to special, unique and extraordinary matters, (ii) 1347 Capital is and will be relying on such covenants in connection with entering into the Merger Agreement and the performance of its obligations under the Merger Agreement, and (iii) a violation of any of the terms of such covenants, obligations or agreements will cause 1347 Capital irreparable injury for which adequate remedies are not available at law. Therefore, such Seller agrees that 1347 Capital shall be entitled an specific performance, injunction, restraining order or such other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain such Seller from committing any violation of such covenants, obligations or agreements.

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: All notices, requests, demands and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally or by commercial messenger or courier service, or mailed by registered or certified mail (return receipt requested), except that notices sent by mail will not be deemed given until received, or sent via electronic mail (with acknowledgment of delivery), to the addresses specified on the signature page of this Agreement or to such other addresses as any Party may specify by notice in writing to the other.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Fund’s net asset value. However, Plaintiffs fail to allege facts that demonstrate these fees are exorbitant or at all in excess of the industry standard. The desire to maintain high compensation in such circumstances does not constitute motive for the purposes of this inquiry. ECA 553 F.3d at 197 (“Motives that are common to most corporate officers, such as the desire for the corporation to appear profitable and the desire to keep stock prices high to increase officer compensation, do not constitute ‘motive’ for purposes of this inquiry.”); see also Stephenson v. Citco Grp. Ltd., 700 F.Supp.2d 599, 620-21 (S.D.N.Y.2010) (finding economic interest in retaining clients not probative of motive to ignore Madoffs fraud); In re Astra-Zeneca See. Litig., 559 F.Supp.2d 453, 468 (S.D.N.Y.2008) (<HOLDING>), aff'd sub nom. State Univ. Ret. Sys. of Ill. Options: A. holding the pslra standard for pleading scienter is more stringent than the second circuits standard prior to the act and that motive and opportunity is not an independent basis to show defendants had scienter B. holding that financial gain from compensation for professional services is not a sufficient motive for purposes of pleading scienter C. holding that in pleading scienter arguing that the motive for defrauding investors was to increase the companys profits or to increase officer compensation is not sufficient D. holding that proceeds means profits only when imposing a money laundering count leads to a radical increase in the statutory maximum sentence and only when nothing in the legislative history suggests that congress intended such an increase E. holding in the ineffectiveassistanceofcounsel context that any increase in a defendants sentence is prejudicial

assistant: The best answer is C. holding that in pleading scienter arguing that the motive for defrauding investors was to increase the companys profits or to increase officer compensation is not sufficient