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: bears the burden of proving entitlement to it.” Christy v. Pa. Tpk. Comm’n, 54 F.3d 1140, 1144 (3d Cir.1995). From the pleadings, we cannot .conclude that the Prosecutors are entitled to Eleventh Amendment immunity. With respect to the first factor, even if the Commonwealth would be required to pay for any judgment Munchinski might obtain, this alone is insufficient to grant Eleventh Amendment immunity. Furthermore, “Pennsylvania’s Constitution expressly defines District Attorneys as county rather than state officers.” Carter, 181 F.3d at 349 (emphasis omitted). While we do not rule out the possibility that the Prosecutors may be able to adduce facts at some later stage in the proceedings showing that they are entitled to sovereign immunity notwithstanding this fact, see id. at 352-53 (<HOLDING>), such entitlement is not evident on the record Options: A. recognizing that state agencies which are independent of the state are citizens of the state B. holding private actors are not acting under the color of state law for the purposes of section 1983 liability C. holding that foster parents are not state actors D. recognizing that the possibility that pennsylvania district attorneys could be considered state actors to the extent that they are enforcing state law and performing other purely prosecutorial duties E. holding that massachusetts statute did not create a sufficiently close nexus between private hospital and the state to warrant labeling private actors state actors

assistant: The best answer is D. recognizing that the possibility that pennsylvania district attorneys could be considered state actors to the extent that they are enforcing state law and performing other purely prosecutorial 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 legal provision and list the applicable contract clause categories. Provision: The Seller shall keep or cause to be kept in reasonable detail books and records of account of its assets and business and shall clearly reflect therein the transfer of Purchased Assets (other than the related MSRs, which are pledged, and not sold to the Buyer) to the Buyer.

assistant: Books
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: Directly or indirectly, purchase, acquire or lease any property from, or sell, transfer or lease any property to, or otherwise enter into any transaction or deal with, any Affiliate, except (x) the TCP Intercompany Loans by Holdings to TCP or (y) any other transaction disclosed to the Agent, which, in each case, is in the Ordinary Course of Business, on an arm’s-length basis on terms and conditions no less favorable than terms and conditions which would have been obtainable from a Person other than an Affiliate.

assistant: Transactions With Affiliates
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 filing of a bankruptcy petition, the Bankruptcy Code provides for an automatic stay of “any act to obtain possession of property of the estate or of property from the estate or to exercise control over property of the estate.” 11 U.S.C. § 362(a)(3). The “automatic stay pertains only to actions involving the debt- or or property of the estate.” In re Priestley, 93 B.R. 253, 261 (Bankr.D.N.M.1988). In turn, the Bankruptcy Code defines “property of the estate” as “all legal or equitable interests of the debtor in property as of the commencement of the case.” 11 U.S.C. § 541(a)(1). A directors and officers liability insurance policy is considered “property of the estate” if it increases the debtor’s worth or diminish its liabilities. In re Zenith Labs., 104 B.R. 659, 665 (D.N.J.1989) (<HOLDING>); In re Minoco Group of Cos., Ltd., 799 F.2d Options: A. holding that the debtor could retain exempt property because it was not property of the estate B. holding directors and officers liability policy was property of the estate because the estate was worth more with indemnification coverage than without the coverage C. holding that the proceeds of a liability insurance policy were not property of the estate D. holding directors and officers liability policy was not property of the estate because it did not increase or decrease the worth of the bankruptcy estate E. holding that where the policy names only the directors or officers as insured the proceeds are not property of the estate

assistant: The best answer is D. holding directors and officers liability policy was not property of the estate because it did not increase or decrease the worth of the bankruptcy estate
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 Executive’s rights and obligations hereunder, may not be assigned by Executive to any third party; provided , however , that Executive may designate pursuant to Section 18.6 one (1) or more beneficiaries to receive any amounts that would otherwise be payable hereunder to Executive’s estate. Employer may assign all or any portion of its rights and obligations hereunder to any other member of the Emmis Group or to any successor or assignee of Employer pursuant to a reorganization, recapitalization, merger, consolidation, sale of substantially all of the assets or stock of Employer, or otherwise.

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 Executive shall receive a Base Salary at the annual rate of $320,000 during the Term of Employment, with such Base Salary payable in installments consistent with the Company’s normal payroll schedule, subject to applicable withholding and other taxes. The Base Salary shall be reviewed, at least annually.

assistant: Base Salary
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 or the Committee shall have the right to require any person entitled to receive Shares pursuant to a Restricted Stock Award to pay the amount of any tax which is required to be withheld with respect to such Shares, or, in lieu thereof, to retain, or to sell without notice, or the person receiving the Shares pursuant to the Restricted Stock Award may otherwise satisfy the tax withholding requirement by surrendering, a sufficient number of shares of the Company’s capital stock to cover the amount required to be withheld.

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: I understand that my obligations under this Agreement will continue in accordance with its express terms regardless of any changes in my title, position, duties, salary, compensation or benefits or other terms and conditions of employment. I further understand that my obligations under this Agreement will continue following the termination of my employment regardless of the manner of such termination and will be binding upon my heirs, executors and administrators. The Company will have the right to assign this Agreement to its Affiliates, successors and assigns. I expressly consent to be bound by the provisions of this Agreement for the benefit of the Company or any parent, subsidiary or affiliate to whose employ I may be transferred without the necessity that this Agreement be resigned at the time of such transfer.

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: also take this position. See, e.g., Corwin v. Marney, Orton Invs., 788 F.2d 1063, 1066 (5th Cir.1986); SEC v. Seaboard Corp., 677 F.2d 1301, 1308 (9th Cir.1982); Hernandez v. Childers, 736 F.Supp. 903, 909-10 (N.D.Ill.1990); Armbrister v. Roland Int’l Corp., 667 F.Supp. 802, 823 (M.D.Fla.1987); Gutfreund v. Christoph, 658 F.Supp. 1378, 1389 (N.D.Ill.1987); see also Loss, supra, at 990 (stating that, for sections 12(1) and 12(2), “the three-year cutoffs are absolute”). Against this precedent Plaintiffs submitted a single case, a district court case which has since been reversed, with respect to its decision regarding section 12(2). See In re Home-Stake Prod. Co. Sec. Litig., 76 F.R.D. 337 (N.D.Okla.1975), rev’d sub nom. Anixter v. Home-Stake Prod. Co., 939 F.2d 1420 (10th Cir.1991) (<HOLDING>), cert. granted and judgment vacated on other Options: A. holding that both section 122 and rule 10b5 claims are timebarred by section 13 B. holding that options traders may assert rule 10b5 claims C. holding that even constitutional claims can be timebarred D. holding only purchasers and sellers of securities can recover under section 10b and rule 10b5 E. holding that statute of limitations for contribution actions found in section 13 204 of the code applies over limitations period for malpractice actions found in section 13 212 of the code where the plaintiffs complaint was based solely on contribution act ill rev stat 1985 ch 70 par 301 et seq section 13 204 is more specific than section 13 212

assistant: The best answer is A. holding that both section 122 and rule 10b5 claims are timebarred by section 13
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: according to its terms.” Freelander v. G.&K. Realty Corp., 357 Mass. 512, 516 (1970). Thus, Defendant’s liability for breach could not exceed $480 per year, pursuant to the freely-negotiated limitation of liability clause. Defendant’s Motion for Partial Summary Judgment is therefore ALLOWED as to Count II. III.Count III: c. 93A Factual questions remain regarding the relationship, if any, between the breach of contract claims and Plaintiffs c. 93A claim. Chapter 93A claims may be grounded in activities more closely akin to either breach of contract or tort actions. A c. 93A claim more closely resembling a traditional breach of contract action is subject to limitation of liability provisions within the contract. See Canal Electric Co. v. Westinghouse Electric Corp., 406 Mass. 369, (377) (<HOLDING>). This is because, in purely commercial Options: A. holding that a limitation of liability provision in a sales contract was enforceable to bar a breach of warranty claim brought pursuant to glc 93a 11 B. holding that a breach of settlement claim should have been brought in the court of federal claims pursuant to the tucker act C. holding tenants vacating premises allegedly in breach of a lease was not enough to trigger c 93a liability D. recognizing that the elements of a claim for breach of contract are 1 existence of a valid contract and 2 breach of the terms of that contract E. holding that trial court erred by dismissing breach of contract claim because appellee made promises to perform specific acts in contract the breach of which would give rise to a breach of contract action

assistant: The best answer is A. holding that a limitation of liability provision in a sales contract was enforceable to bar a breach of warranty claim brought pursuant to glc 93a 11
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: C. Procedural Due Process In Count III, Wilson alleges that he was deprived of property and liberty without procedural due process when his DNA specimen was collected and his DNA profile disclosed in CODIS without a predeprivation hearing. The district court rejected the claim, observing that due process is a flexible concept and concluding that, since Wilson had diminished privacy interests as a prisoner, the degree of intrusion was minimal, and the risk of erroneous deprivation was slight, no pre-deprivation hearing was required. In support, the district court observed that the Sixth Circuit has already upheld the Ohio DNA statute against procedural due process challenge in an unpublished opinion, Williams v. Dep’t of Rehabilitation and Correction, 3 Fed.Appx. 415, 417 (6th Cir.2001) (<HOLDING>). In addition, the district court cited similar Options: A. holding that collection of a dna blood sample was a de minimis taking not entitled to extensive due process protections B. recognizing that in prior decisions the court had used the term inconclusive to mean that dna evidence did not exclude an individual but clarifying that in the future the term inconclusive would be used only when a dna sample does not contain enough dna to draw a conclusion dna is degraded or for other reasons a dna test yields no results or the examiner draws no conclusion C. holding that due process protections do not apply where a public employee is not fired D. holding that fiveday suspension was not a de minimis deprivation E. holding that retroactively applying new version of dna act authorizing collection of defendants dna as a condition of supervised release did not constitute a sentence in excess of the statutory maximum

assistant: The best answer is A. holding that collection of a dna blood sample was a de minimis taking not entitled to extensive due process protections
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 Lender as of the Closing Date represents and warrants as of the Closing Date to the Administrative Agent, the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, for the benefit of the Borrowers or any other Credit Party, that (1) such Lender is not and will not be (a) an employee benefit plan subject to Title I of ERISA, or (b) a plan or account subject to Section 4975 of the Code; (2) the assets of such Lender do not constitute “plan assets” within the meaning of Section 3(42) of ERISA; or (3) such Lender is not a “governmental plan” within the meaning of Section 3(32) of ERISA..

assistant: Erisa
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 terms of the Intercreditor Agreement, the Guarantors jointly and severally agree that, as between the Guarantors and the Lenders, the obligations of Borrower under this Agreement and the Notes, if any, may be declared to be forthwith due and payable as provided in Section 10.1 (and shall be deemed to have become automatically due and payable in the circumstances provided in Section 10.1) for purposes of Section 12.1, notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against Borrower and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by Borrower) shall forthwith become due and payable by the Guarantors for purposes of Section 12.1.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Halo shall keep materially complete and accurate records of the manufacture, testing, storage, and shipping of Product, including master batch records, completed batch records, quality control documentation and results for all acceptance tests performed (collectively, “ Records ”) and retain samples of Product as necessary to comply with Applicable Law, as well as to assist with resolving Product complaints and other similar investigations. Copies of Records and samples shall be retained for a period of [*****], or longer if required by Applicable Law, at which time Client will be consulted prior to any decisions concerning the delivery and destruction of such Records, subject to Section ‎ 14.3.

assistant: Records
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 default shall occur in the due performance or observance by Borrower or Approved Music Venue Manager of any term, covenant or agreement contained in Section 5.8 or in Article VI , provided that such default shall not constitute an Event of Default unless and until it shall remain uncured for 10 days after Borrower receives written notice thereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. This Amendment will become effective when duly executed and delivered by each party hereto. Counterpart signature pages to this Amendment may be delivered by facsimile or electronic delivery (i.e., by email of a PDF signature page) and each such counterpart signature page will constitute an original for all purposes.

assistant: Counterparts
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: 60 (quoting Linyear ); see also Hullett, 40 M.J. at 191 (indicating the French test is the test); but see F.C.C. v. Pacifica Foundation, 438 U.S. at 739-41 & n. 14, 98 S.Ct. at 3035-36 & n. 14 (1978) (defining "indecent” as “nonconformance with excepted standards of morality”). French and other cases have also equated “indecent" with "obscene.” See Moore, 38 M.J. at 492; French, 31 M.J. at 59; United States v. Hudson, 39 M.J. 958 (N.M.C.M.R.1994); see Miller v. California, 413 U.S. 15, 93 S.Ct. 2607, 37 L.Ed.2d 419 (1973) (defining obscenity for First Amendment purposes). Even the non-binding "Drafters’ Analysis" to the Manual for Courts-Martial states "indecent” and "obscene” are synonymous. MCM, app. 21, A21-102, ¶ 89; MCM, Part I, ¶ 4 discussion; but see Pacifica Foundation, supra (<HOLDING>). However, we do not view these elaborations or Options: A. holding that under fraser there is no first amendment protection for lewd vulgar indecent and plainly offensive speech in school B. holding that first amendment protections apply to compelled speech as well as restrictions on speech C. holding a regulation is contentneutral as long as it is justified without reference to the content of the regulated speech D. recognizing obscene and indecent have different meanings and indecent speech may be regulated under some circumstances without transgressing the first amendment E. holding that university violated first amendment by expelling student for printing indecent newspaper despite student code prohibiting indecent conduct or speech

assistant: The best answer is D. recognizing obscene and indecent have different meanings and indecent speech may be regulated under some circumstances without transgressing the first amendment
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 executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each Party to this Agreement and delivered to the other Party, it being understood that all Parties need not sign the same counterpart. Signatures delivered by electronic methods shall have the same effect as signatures delivered in person.

assistant: Counterparts
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 will promptly, and in any event within ten (10) days after service of process on any of the following, give to Administrative Agent and each Buyer notice of all litigation, actions, suits, arbitrations, investigations (including any of the foregoing which are threatened or pending) or other legal or arbitrable proceedings affecting Seller or any of its Subsidiaries or affecting any of the Property of any of them before any Governmental Authority that (i) questions or challenges the validity or enforceability of any of the Program Agreements or any action to be taken in connection with the transactions contemplated hereby, (ii) makes a claim individually or in the aggregate in an amount greater than $10,000,000, or (iii) which, individually or in the aggregate, if adversely determined, could be reasonably likely to have a Material Adverse Effect. On the fifth (5th) day of each calendar month (or if such day is not a Business Day, the next succeeding Business Day), Seller will provide to Administrative Agent and each Buyer a litigation docket listing all litigation, actions, suits, arbitrations, investigations (including any of the foregoing which are threatened or pending) or other legal or arbitrable proceedings affecting Seller or any of its Subsidiaries or affecting any of the Property of any of them before any Governmental Authority. Seller will promptly provide to Administrative Agent and each Buyer notice of any judgment, which with the passage of time, could cause an Event of Default hereunder.

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: This Agreement, and any rights and obligations hereunder, is personal to the Executive and shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

assistant: Successors
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 of this Agreement, as applied to any Party or to any circumstances, is held by a court to be invalid or unenforceable, the same will in no way affect any other provision or any other part of this Agreement, the application of such provision in any other circumstances or the validity or enforceability of this Agreement. If any such provision, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the court making such determination will have the power to reduce the duration and/or area of the provision, and/or to delete specific words or phrases, and in its reduced form such provision will then be enforceable.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If the parties sign this Agreement in counterparts, each counterpart constitutes an original, and all counterparts, collectively, constitute only one agreement. The signatures of all the parties need not appear on the same counterpart, and delivery of a signed counterpart signature page by fax or other electronic transmission is as effective as signing and delivering an original.

assistant: Counterparts
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 disclosed in Section 3.14 of the Company Disclosure Schedule, as of the date of this Agreement, there is no Legal Proceeding which is pending or, to the Company’s knowledge, threatened against the Company or which in any manner challenges or seeks to prevent, enjoin, alter or delay the transactions contemplated by this Agreement.

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 case excerpt and choose the best holding from the options. Case excerpt: A period of temporary absence of the child or any of the mentioned persons is part of the period.” 5 . Our review of the record reveals no evidence concerning the father’s income for the years between the birth of the children in 2005 and 2009. The income information contained in the record regarding the father re-fleets that he earned $4,807 per month at the time of trial and that he had earned $69,000 in 2009. MOORE, Judge, concurring specially. With regard to that part of the main opinion addressing the trial court’s failure to include the health-insurance premiums in the calculation of the father’s child-support obligation, I concur only because the father did not ask this court to overrule past decisions on that issue such as Brown v. Brown, 719 So.2d 228 (Ala.Civ. App.1998) (<HOLDING>), and Bertram v. Doss, 709 So.2d 1274, 1276-77 Options: A. holding that the trial court had not erred in including the cost of health insurance covering both the custodial parent and the parties child in determining the noncustodial parents childsupport obligation B. holding that the trial court had erred in including only the difference between the cost of single healthinsurance coverage and family healthinsurance coverage in determining the noncustodial parents childsupport obligation C. holding that the trial court had erred in imposing an obligation to pay child support when clear and convincing evidence established that the husband was not the father of the child D. holding that custodial parents death does not terminate noncustodial parents child support obligations set forth in dissolution decree E. holding that where interference with visitation becomes so pervasive as to harm the childs close relationship with the noncustodial parent there can be a conclusion drawn that the actions of the custodial parent show a disregard for the best interests of the child warranting a change of custody

assistant: The best answer is A. holding that the trial court had not erred in including the cost of health insurance covering both the custodial parent and the parties child in determining the noncustodial parents childsupport obligation
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 consideration of Executive’s service to the Company, Executive’s promise to arbitrate all employment related disputes and Executive’s receipt of the compensation, pay raises and other benefits paid to Executive by the Company, at present and in the future, Executive agrees that any and all controversies, claims, or disputes with anyone (including the Company and any employee, officer, director, stockholder or benefit plan of the Company in their capacity as such or otherwise) arising out of, relating to, or resulting from Executive’s service to the Company under this Agreement or otherwise or the termination of Executive’s service with the Company, including any breach of this Agreement, shall be subject to binding arbitration under the Arbitration Rules set forth in the Revised Code of Washington Chapter 7.04 (the “Rules”) and pursuant to Washington law. Disputes which Executive agrees to arbitrate, and thereby agrees to waive any right to a trial by jury, include any statutory claims under state or federal law, including, but not limited to, claims under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act, claims of harassment, discrimination or wrongful termination. Executive further understands that this Agreement to arbitrate also applies to any disputes that the Company may have with Executive.

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: The Company has filed all federal, state, local and foreign income, franchise and other tax returns which have been required to be filed, or has properly requested extensions thereof, and paid all taxes shown thereon through the date hereof, to the extent that such taxes have become due and are not being contested in good faith, except where the failure to so file or pay would not reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed in or contemplated by the Registration Statement or the Prospectus, no tax deficiency has been determined adversely to the Company which has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company has no knowledge of any federal, state or other governmental tax deficiency, penalty or assessment which has been asserted or threatened against it, in writing, which would reasonably be expected to have a Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement contains the entire understanding between the parties hereto with respect to the subject matter hereof, and supersedes all prior written or oral and all contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written, except as herein contained, which shall be deemed terminated effective immediately. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: corrupt business acts and siphon funds from sales. Petitioner refused. Because he refused to accede to Mr. Moreno’s demands, petitioner was arrested and detained eight times by the police. The police told him that he had to acquiesce to Mr. Moreno’s wishes if he wanted to stay alive and he was repeatedly tortured. When petitioner tried ien was eligible for asylum where he acted against corruption by rescuing two maids from the Saudi royal family even though he did not expose the corruption to the public). Petitioner suffered severe retaliation for refusing to comply with Mr. Moreno’s criminal demands, including being arrested eight times by the police and tortured during his detentions, which constitutes past persecution. See Guo v. Ashcroft, 361 F.3d 1194, 1197, 1203 (9th Cir. 2004) (<HOLDING>). Thus, petitioner has demonstrated nexus on Options: A. holding that two arrests and repeated beatings constituted persecution B. holding that two beatings which were four years apart lasted only a few hours each and did not result in serious injury did not constitute persecution C. holding that detention of five or six days on account of imputed political opinion without beatings tortures or threats did not rise to the level of persecution D. holding that indian applicants testimony of beatings and threats by hindu radicals is too vague speculative and insubstantial to establish either past or future persecution E. holding that beatings vandalism threats and humiliation in the aggregate rise to the level of persecution as contemplated by the act

assistant: The best answer is A. holding that two arrests and repeated beatings constituted persecution
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: Id. (emphasis added). Like habeas corpus proceedings, except as specified by statute, actions for post-conviction relief are civil proceedings. Schelin v. Maass, 147 Or App 351, 355, 936 P2d 988, rev den 325 Or 446 (1997). Accordingly, the rights to counsel guaranteed by the Sixth Amendment to the United States Constitution and Article I, section 11, of the Oregon Constitution, are inapplicable in this proceeding. See McClure, 110 Or App at 125 (any right to counsel in a civil action arises, if at all, under state law by statute). Our decisions in Coffey and the cases on which it relies hinged on an implied “abridgement of the constitutional right to assistance of counsel” under the Sixth Amendment and Article I, section 11. Grcich, 148 Or App at 342. See also Heaps, 87 Or App at 493 (<HOLDING>). Therefore, their reasoning does not govern Options: A. holding that the right to a hearing on a request for substitute appointed counsel derives from the sixth amendment and article i section 11 B. holding that the defendant was deprived of his sixth amendment right to counsel where appointed counsels representation presented a conflict of interest C. holding that a criminal defendant has a sixth amendment right to counsel at trial D. recognizing that the sixth amendment guarantees a defendant the right to counsel and the right to waive counsel E. holding that the fourteenth amendment incorporated the sixth amendment right to counsel

assistant: The best answer is A. holding that the right to a hearing on a request for substitute appointed counsel derives from the sixth amendment and article i section 11
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: Termination or expiration of this Agreement shall not relieve Lilly, Dicerna US or Dicerna Cayman of any obligation accruing prior to such termination/expiration, nor affect in any way the survival of any other right, duty or obligation of the Lilly, Dicerna US or Dicerna Cayman which is expressly stated elsewhere in this Agreement to survive such termination. Without limiting the foregoing and except as expressly set forth otherwise in this Agreement, Article 1 (for interpretation purposes only), Article 8 (to the extent that any amounts payable accrued prior to the effective date of such expiration/termination and remain unpaid), Article 10 (but only to the extent and with respect to intellectual property generated/developed prior to the effective date of such termination), Article 11 , Article 15 and Article 17 (to the extent and with respect to claims accruing prior to the effective date of such termination) and Section 2.4 (but only with respect to information disclosed prior to the effective date of such termination), Section 8.4 (but only applicable with respect to sublicenses surviving termination (not an expiration) as described in Section 15.2.3 and further, only to the extent such sublicensee continues to Develop or Commercialize a Product that triggers such payment obligations during the Royalty Term), Section 14.1 (but only with respect to the license granted therein upon expiration), Sections 7.6 , 7.7 , 16.5 and 16.6 shall survive termination, and Sections 19.3 through 19.10 , 19.12 through 19.21 shall survive to the extent applicable. Except as otherwise expressly provided herein, all other rights and obligations of the Parties under this Agreement shall terminate upon termination/expiration of this Agreement.

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: grounds for his termination. The provision that allegedly proscribes Adamov’s behavior, see Appellant’s Br, at 24, applies to "employees in the securities industry,” R. 108-4 (2006 Policy at 19) (Page ID # 1106), not to retail bankers such as Adamov, R. 50-1 (Adamov Resume) (Page ID # 573). Moreover, the 2006 policy did not prohibit lending to customers. See R. 108-4 (2006 Policy at 18) (Page ID # 1105). Without evidence that U.S. Bank “previously contemplated” terminating Adamov when it interviewed him regarding the $10,000 loan, we cannot discount the suspicious temporal proximity between Adamov's complaint of discrimination at that interview and U.S, Bank’s decision to terminate him. See Clark Cty. Sch. Dist. v. Breeden, 532 U.S. 268, 272, 121 S.Ct. 1508, 149 L.Ed.2d 509 (2001) (<HOLDING>). 6 . U.S. Bank repeatedly stresses that “[a]t Options: A. holding that standing alone even very close temporal proximity cannot operate as a proxy for a plaintiffs evidentiary requirement and is insufficient to carry a plaintiffs burden on the third prong of his prima facie case B. holding that close temporal proximity is sufficient to establish a prima facie case of retaliation C. holding that onemonth temporal proximity was sufficient to establish causation and noting that the prima facie burden in this context is not an onerous one D. holding that temporal proximity did not support a prima facie case where the employer was contemplating the transfer before it learned of the suit E. holding that a prima facie case is subject to independent review

assistant: The best answer is D. holding that temporal proximity did not support a prima facie case where the employer was contemplating the transfer before it learned of the suit
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 Obligation is paid and performed in full in accordance with the terms of this Mortgage and the Notes and other security instruments and documents and writings evidencing or securing all or any part of the Obligation, and if Mortgagor shall well and truly perform all of Mortgagor’s covenants contained herein, then this conveyance shall be released at Mortgagor’s request and expense; otherwise, it shall remain in full force and effect; provided , however, that Mortgagor’s warranties and indemnities contained in this Mortgage shall survive the payment and performance of the Obligation and the release of this Mortgage.

assistant: Releases
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: statements are undoubtedly of public concern. See infra Part III.C.4.a. Thus, falsity is an element Montgomery must establish in order to succeed on his defamation claims, and evidence demonstrating falsity is of critical relevance. At the dame time, the issue would be no less relevant even if Montgomery anticipated that a court would conclude he is merely a private individual (and if Defendants were found to be non-media defendants). In those circumstances, at least under Florida law, truth operates as a defense to a plaintiffs claim, rather than an element the plaintiff must prove. See, e.g., In re Standard Jury Instructions in Civil Cases-Report No. 09-01 (Reorganization of the Civil Jury Instructions), 35 So.3d 666, 729-30 (Fla.2010). But see Hepps, 475 U.S. at 776, 106 S.Ct. 1558 (<HOLDING>). Whether in an effort to rebut Montgomery’s Options: A. holding that defendants bear the burden of showing that the challenged act was objectively reasonable citation omitted B. holding that defendants bear the burden of proving contributory negligence by a preponderance of the evidence C. holding that in a case where a private figure brings a defamation claim based on a matter of public concern the common laws rule on falsitythat the defendant must bear the burden of proving truth must fall to a constitutional requirement that the plaintiff bear the burden of showing falsity emphasis added D. holding that the burden is on the plaintiff E. holding that in a defamation case against a media defendant for speech of public concern there is a constitutional requirement that the plaintiff bear the burden of showing falsity as well as fault before recovering damages

assistant: The best answer is C. holding that in a case where a private figure brings a defamation claim based on a matter of public concern the common laws rule on falsitythat the defendant must bear the burden of proving truth must fall to a constitutional requirement that the plaintiff bear the burden of showing falsity emphasis added
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 covenant, agreement, representation, warranty and indemnification made by Tenant set forth in this Section 5.3 shall survive the expiration or earlier termination of this Lease and shall remain effective until all of Tenant’s obligations under this Section 5.3 have been completely performed and satisfied.

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: a gate-keeping function, the court’s focus is on the expert’s methodology, while the “soundness of the factual underpinnings of the expert’s analysis and the correctness of the expert’s conclusions based on that analysis are factual matters to be determined by the trier of fact.” Smith v. Ford Motor Co., 215 F.3d 713, 718 (7th Cir.2000) (citing Daubert, 509 U.S. at 595, 113 S.Ct. 2786). In this case Dickson has formed an opinion — based on his experience with roofs in general and his inspection of the particular roof in question — as to what caused the damage to the roof. (Dickson’s Dep. at 74-91.) It is not this court’s job to determine whether his opinion is correct — it is the plaintiffs job to attack the validity of his opinion on cross-examination. See Smith, 215 F.3d at 718 (<HOLDING>). Thus, Dickson will be allowed to testify Options: A. holding that it is not the courts role to decide whether an experts opinion is correct B. holding that an experts opinion must be based on facts in evidence or within his or her knowledge and that the admission of an experts opinion is reviewed for an abuse of discretion C. holding that if an experts opinion is dependent upon information that is inaccurate or lacks support in the record it is deemed incompetent D. holding that it is not E. holding even though experts are permitted to give an opinion they may not offer an opinion regarding the credibility of others

assistant: The best answer is A. holding that it is not the courts role to decide whether an experts opinion is correct
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: further alleges that Defendants have adopted a policy mandating admission of patients with certain medical conditions without regard to the capacity of the Defendants’ facilities to provide adequate care, leading to violations of law. Defendants respond that the statements Plaintiff identifies are non-actionable “puffery.” Defendants contend that these statements cannot serve as the basis for claims under Minnesota consumer protection statutes. Defendants, therefore, argue that Plaintiff fails to state a claim upon which relief may be granted. Fed. R.Civ.P. 12(b)(6). The Court agrees with Defendants. Puffery includes exaggerated blustering or boasting and vague, subjective statements of superiority. Am. Italian Pasta Co. v. New World Pasta Co., 371 F.3d 387, 391 (8th Cir.2004) (<HOLDING>); LensCrafters, Inc. v. Vision World, Inc., 943 Options: A. holding statements of product superiority and that product was industry approved were puffery B. holding that statement were the low cost commercial collection experts was puffery because any implication that services were superior to that of the competition was merely general in nature C. holding statement that product was americas favorite pasta was puffery D. holding that appellants own statement admitting act even if mere puffery is sufficient to justify a jury finding that he committed the act for purposes of rule 404b E. holding that statement must be product of a startling event

assistant: The best answer is C. holding statement that product was americas favorite pasta was puffery