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 legal provision and list the applicable contract clause categories. Provision: This First Amendment has been duly executed and delivered by each Loan Party that is a party hereto. Each of this First Amendment and the Amended Credit Agreement constitutes a legal, valid and binding obligation of each Loan Party, enforceable against each Loan Party in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).

assistant: Binding Effects
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: promises, or agreements, orally or otherwise, respecting the subject matter of the Franchise which is nor embodied herein or set forth in the Uniform Franchise Offering Circular for Prospective franchisees.” Id. 10 . Although such an argument was not explicitly discussed by Defendants in their Memorandum of Law in Opposition to Papa John’s Motion for Summary Judgment, Statement of Material Facts, the Davis court discussed the exception to the general rule that statements of future prediction, such as future profit, cannot be considered fraudulent. No Kentucky cases specifically address the exception to the general rule of future predictions not being actionable, and the Sixth Circuit has not discussed this specific point. See De Roode v. Sheppey, 32 F.2d 634, 638-639 (6th Cir.1929) (<HOLDING>). The exception applies if the party making the Options: A. holding that when a contract is signed by one party but not the other the manifestation of consent by the nonsigning party is sufficient to bind that party B. holding that deflated estimates of value by one having superior knowledge do not constitute misrepresentations when other party is given all information asked C. holding that the knowledge requisite to knowing violation of a statute is factual knowledge as distinguished from knowledge of the law D. holding that notice occurs when party charged with having notice has actual knowledge or when from all the facts and circumstances known to him at the time in question he has reason to know that it exists E. recognizing superior court must conduct an on the record examination to determine defendants voluntariness and knowledge

assistant: The best answer is B. holding that deflated estimates of value by one having superior knowledge do not constitute misrepresentations when other party is given all information asked
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 otherwise provided herein, the Transfer Restrictions on the shares of Restricted Stock shall lapse and the shares of Restricted Stock granted hereunder shall vest, with respect to 25% of the shares of Restricted Stock beginning on the first anniversary of the Vesting Commencement Date (set forth on the signature page attached hereto) and to an additional 25% of the shares on each of the next three anniversaries of the Vesting Commencement Date thereafter (each such anniversary, a “ Vesting Date ”), provided that the Grantee continues in employment on each respective Vesting Date.

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 case excerpt and choose the best holding from the options. Case excerpt: the documents and without his knowledge constitutes an improper alteration. Milligan implies that this conduct on the part of the notary, witness and the mortgagee was fraudulent and vitiated the transfer of the mortgage. Generally, in the absence of a specific statutory requirement, an acknowledgment is of no legal effect so far as the validity of an instrument is concerned and does not constitute a part of the instrument and does not affect its force. 1 Am. Jur. 2d Acknowledgment § 67 (1994). The liability of parties to the mortgage, inter se,is not affected by the absence or defect of an acknowledgment or other forms of proof. Harris v. Walbridge, 488 So. 2d 881 (Fla. Dist. Ct. App. 1986). See also Rogers v. Great American Fed. S&L Assn., 304 Ark. 143, 801 S.W.2d 36 (Ark. 1990) (<HOLDING>); Hunt v. Hunt, 110 Idaho 649, 718 P.2d 560, Options: A. holding that a defective acknowledgment does not affect the validity of a mortgage as to the parties B. holding that failure to follow state law requiring issuing judge to record testimony did not affect validity of warrant C. holding that shepard did not affect the continuing validity of almendareztorres D. holding that the subsequent tax treatment of an ira contribution does not affect the validity of the ira E. holding that the failure to properly caption and verify a petition did not affect the substantial rights of the parties

assistant: The best answer is A. holding that a defective acknowledgment does not affect the validity of a mortgage as to the parties
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: 1770, 123 L.Ed.2d 508 (1993). However, we have “applied a more relaxed standard for finding a waiver of venue rights than for finding waiver of other constitutional rights in criminal trials.” Miller, 111 F.3d at 750. Indeed, a defendant may “waive venue rights by his inaction.” Id.-, 2 Wright, supra, § 306, at 343 (“The courts [] have also found a waiver of venue from the inaction of defendant. The absence of an objection to venue, or a motion specifically raising the defect, has been held to constitute a waiver.”). “[A] party that has waived a right is not entitled to appellate relief.” United States v. Teague, 443 F.3d 1310, 1314 (10th Cir.), cert. denied, — U.S.-, 127 S.Ct. 247, 166 L.Ed.2d 194 (2006); see also United States v. Carrasco-Solazar, 494 F.3d 1270, 1273 (10th Cir.2007) (<HOLDING>). A defendant can waive improper venue when it Options: A. holding that lack of complete record precluded appellate review of alleged incurable jury argument B. holding that an appellate court cannot consider an issue that was not preserved for appellate review C. holding that appellate review is precluded when the error is invited D. holding where challenge was waived that appellate review is precluded E. holding that there is no due process right to appellate review

assistant: The best answer is D. holding where challenge was waived that appellate review is precluded
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: (finding that a rape was not a superseding cause of injury when it was a reasonably foreseeable consequence of defendant’s negligence). “[I]n satisfying the requirement of foreseeability, a plaintiff is not required to prove that the exact injury sustained by the plaintiff was foreseeable; rather, it is enough to show that the plaintiffs injuries and damages fall within a particular kind or class of injury or harm which reasonably could be expected to flow from the defendant’s negligence.” See Glover, 968 So.2d at 1278-79 (concluding that “although the specific harm of forcible rape may not have been contemplated by [defendant]” it was foreseeable because it fell within the class of acts that might occur as a result of defendant’s negligence); Canton Broiler Farms, 214 So.2d at 677 (<HOLDING>); id. (“There are other intervening causes Options: A. holding that a car accident arising out of unique and improbable facts was foreseeable because it seems clear of course that no mortal could foresee that which happened the real question is could the defendant reasonably foresee that some accident and injury would probably result from his negligence B. holding that the burden rests upon the party seeking benefits to prove the injury sustained was the result of an accident arising out of and in the course of employment and the rule of liberal construction is not a substitute for the claimants burden of establishing his claim by a preponderance of the evidence C. holding a negligence action arising out of an allterrain vehicle accident was a personal action D. holding that it is the claimants burden to show that the injury was the result of an accident that not only arose in the course of the employment but that it also grew out of or resulted from the employment E. holding a limitation on damages arising out of bodily injury to one person involved in an accident applies to all claims arising from the death of that person

assistant: The best answer is A. holding that a car accident arising out of unique and improbable facts was foreseeable because it seems clear of course that no mortal could foresee that which happened the real question is could the defendant reasonably foresee that some accident and injury would probably result from his negligence
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: nothing in this agreement shall exclue or limit tripadvisor 's liability for ( i ) death or personal infury caused by negligence ; ( ii ) fraud ; ( iii ) fraudulent mistatement ( iv ) deliberate breach or gross negligence ( v ) any other liability which can not be excluded under applicable law .

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: If any provision of this Indenture shall be held or deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions or in all jurisdictions, or in all cases because it conflicts with any other provision or provisions hereof or any constitution or statute or rule of public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative, or unenforceable to any extent whatever.

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: The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California, without giving effect to the principles of conflict of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts or in the federal courts located in the county and state Los Angeles, California. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens . The parties executing this Agreement and other agreements referred to herein or delivered in connection herewith on behalf of the Company agree to submit to the in personam jurisdiction of such courts and hereby irrevocably waive trial by jury. If either party commences an action arising out of this Agreement, the prevailing party shall, in addition to any other damages and costs awarded, be entitled to reasonable legal fees incurred in connection with the prosecution or defense of such action.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: is applied to two different embodiments. The more conventional embodiment is an arrangement of the printing stations in a straight or “in-line” configuration. The second embodiment relies on a central impression cylinder that carries a sheet of recording material past each print station, eliminating the need for mechanical transfer of the medium to each print station. “[Pjroper application of § 112 ¶ 6 generally reads the claim element to embrace distinct and alternative described structures for performing the claimed function. Specifically, ‘disclosed structure includes that which is described in a patent specification, including any alternative structures identified.’ ” Ishida Co. v. Taylor, 221 F.3d 1310, 1316, 55 USPQ2d 1 F.3d 1374, 1378-79, 53 USPQ2d 1225, 1227-28 (Fed.Cir.1999) (<HOLDING>). Thus, in addressing the question whether a Options: A. holding that the determination of whether sufficient structure is disclosed in the specification to support a meansplusfunction limitation is based on the understanding of one skilled in the art B. holding that the specifications reference to a selector sufficed as one skilled in the art would have understood the term C. holding that an accused infringer must show by clear and convincing evidence that a skilled artisan could not discern the boundaries of the claim based on the claim language the specification and the prosecution history as well as her knowledge of the relevant art area D. holding that the specifications reference to commercially available vacuum sensors constituted sufficient structure as one skilled in the art would have understood the reference E. holding claim indefinite as the specification did not disclose sufficient structure where disclosure stated one of ordinary skill in the art could program a computer with appropriate programming to perform a control means function

assistant: The best answer is A. holding that the determination of whether sufficient structure is disclosed in the specification to support a meansplusfunction limitation is based on the understanding of one skilled in the art
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 Pennsylvania Supreme Court, seeking a “declaratory judgment and a permanent injunction restraining the Supreme Court of Pennsylvania from disbarring [the plaintiff] and other similarly situated attorneys unless the Supreme Court ... first grant[ed] an evidentiary hearing to the attorney” in question. Stem, 840 F.2d at 212. We held that Rooker-Feld-man prevented the plaintiff from obtaining an injunction against his disbarment, reasoning that “any attempt to enjoin the enforcement of a state court judgment ... is suspect. If [the proposed injunction were] granted[,] the federal court would effectively reverse the state court judgment, and thus ‘review [a] final judgment ] of a state court in judicial proceedings,’ contrary to Rooker-Feldman.” Id.; cf. Centifanti, 865 F.2d at 1429-30 (<HOLDING>). Thus, Rooker-Feldman does not allow a Options: A. holding that a plaintiffs suit in federal court which sought an injunction against future denials of petitions for readmission to the pennsylvania bar without certain procedural safeguards was not barred by rookerfeldman because it sought only prospective relief and thus would not prevent the enforcement of the pennsylvania supreme courts order denying the plaintiffs petition for readmission B. holding that plaintiffs claim was not barred by sovereign immunity because he sought specific relief against a government official C. holding that the district court could properly deny attorneys readmission on the ground that he had not been readmitted to the bar of the state of new york D. holding that rookerfeldman doctrine barred plaintiffs claim because alleged legal injuries arose from the state courts purportedly erroneous judgment and the relief sought would require the district court to determine that the state courts decision was wrong and thus void E. holding that rookerfeldman did not bar the plaintiffs federal action where a pennsylvania state court had previously dismissed the plaintiffs petition for review of an agencys decision for failure to comply with the pennsylvania rules of appellate procedure since the extent of the plaintiffs compliance with those rules had no bearing on the merits of the plaintiffs constitutional claims

assistant: The best answer is A. holding that a plaintiffs suit in federal court which sought an injunction against future denials of petitions for readmission to the pennsylvania bar without certain procedural safeguards was not barred by rookerfeldman because it sought only prospective relief and thus would not prevent the enforcement of the pennsylvania supreme courts order denying the plaintiffs petition for readmission
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 WAIVER AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO PRINCIPLES OR RULES OF CONFLICT OF LAWS, TO THE EXTENT SUCH PRINCIPLES OR RULES WOULD PERMIT OR REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. FOR THE AVOIDANCE OF DOUBT, IT IS INTENDED THAT 6 DEL. C. § 2708, WHICH PROVIDES FOR ENFORCEMENT OF DELAWARE CHOICE OF LAW WHETHER OR NOT THERE ARE OTHER RELATIONSHIPS WITH DELAWARE, SHALL APPLY.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: must describe an event or condition, that was perceived by the declarant, and the statement must be made immediately after the event. Id. ¶ 44 There is no dispute that AnnMarie’s statements to Cassie describe an event that AnnMarie perceived. The issue here is the lapse of time between the perception and the statement. Specifically, Tucker argues that AnnMarie did not make her statement to Cassie “immediately” after she perceived Tucker’s statement, as is required by Rule 803(1). While Cassie testified that, in the July 13 conversation, AnnMarie said, “she had just hung up” with Tucker, Cassie admitted she did not know exactly when Tucker and AnnMarie spoke that day. ¶45 The phrase “just hung up” could have a variety of meanings. To some it might denote a lapse of mere s Cir.1979) (<HOLDING>), overruled on other grounds, Idaho v. Wright, Options: A. holding statement made twentythree minutes after event admissible as a present sense impression B. holding that under certain circumstances statements on a 911 tape may be admissible as a present sense impression C. holding statements on 911 tape admissible as present sense impression where call was made almost immediately after the defendant left the store after a shooting incident D. holding railroad workers statement to police made after he had walked approximately 100 feet admissible as a present sense impression E. holding that tapes of two 911 calls the first 2 to 3 minutes after the shooting and the other approximately 16 minutes after shooting were sufficiently contemporaneous with the event and therefore admissible as present sense impressions

assistant: The best answer is A. holding statement made twentythree minutes after event admissible as a present sense impression
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: assert, there is no difference, under the circumstances of the case at bar, between a false imprisonment and false arrest claim, the inclusion of both theories in the complaint will make no difference. If, on the other hand, there is a difference, then plaintiffs are entitled to assert both claims. See Fed.R.Civ.P. 8(e)(2) (authorizing alternative claims, and alternative statements of claims, regardless of consistency). The motion to dismiss the false arrest claim will be denied. IX Finally, the City challenges plaintiffs’ claim for an award of punitive damages against the City, noting that punitive damages are not available against a city under the relevant federal or state law. See e.g., City of Newport v. Fact Concerts, Inc., 453 U.S. 247, 101 S.Ct. 2748, 69 L.Ed.2d 616 (1981) (<HOLDING>); § 768.28(5), Fla. Stat. (indicating that Options: A. holding that punitive damages are not recoverable under viwda B. holding that punitive damages are not recoverable against municipalities in actions brought pursuant to 42 usc 1983 C. holding that punitive damages are recoverable in a claim for retaliation under the flsa D. holding that punitive damages are not recoverable against municipalities under 1988 E. holding that punitive damages are not recoverable under subsection 216b

assistant: The best answer is D. holding that punitive damages are not recoverable against municipalities under 1988
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 Notice of Determination dismissing the complaint on August 27, 2009. (Id. at 2.) 3 . It is somewhat unclear from the plaintiffs argument whether he considers the state of Tennessee to truly be a defendant in the suit. (See Docket No. 11 at 5-6) (suggesting that the defendants’ motion misses the point by asserting that " ‘a state may not be sued' .... because it fails to address the controlling issue at bar as to whether or not the Defendants are agents of the state”) (emphasis added). 4 . Although the State receives federal funds reimbursing it for its administration of certain Social Security Act programs by DHS, this is irrelevant with respect to this factor. See Ernst, 427 F.3d at 359 (citing Regents of Univ. of Cal v. Doe., 519 U.S. 425, 431, 117 S.Ct. 900, 137 L.Ed.2d 55 (1997) (<HOLDING>)). 5 . The court's own research did not reveal Options: A. holding that new claims for damages could arise from actions that occurred subsequent to the judgment in the original action B. holding that a state waives eleventh amendment immunity to claims that arise from the same transaction or occurrence C. holding that barring waiver by the state the eleventh amendment precludes federal courts from hearing state claims brought against state officials in their official capacities D. holding that the eleventh amendment protected the state from the risk of adverse judgments even though the state was fully indemnified by the federal government for any damages that would arise from that judgment E. holding that the eleventh amendment protects a state from suit by its own citizens

assistant: The best answer is D. holding that the eleventh amendment protected the state from the risk of adverse judgments even though the state was fully indemnified by the federal government for any damages that would arise from that judgment
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Executive and the Company agree not to disclose any information regarding the existence or substance of this Agreement, except to Executive’s spouse, tax advisor, and an attorney with whom Executive chooses to consult regarding Executive’s consideration of this Agreement or as permitted or required by applicable law.

assistant: Confidentiality
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 fees set forth herein are inclusive of taxes. Developer shall be responsible for the payment of any and all sales, use, customs, excise, ad valorem, value added, withholding or other similar taxes, assessments, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by Customer hereunder.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: apple , and apple 's subsidiaries , are third party beneficiaries of this agreement , and upon your acceptance of this agreement , apple will have the right ( and will be deemed to have accepted the right ) to enforce this agreement against you as a third party beneficiary of this agreement .

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: the remand order itself was reviewable was not before the Supreme Court. By necessity, however, the Court stayed the City of Waco remand order so that the Court of Appeals could comply with the Court’s order to review the dismissal of Fidelity’s cross-action. Inasmuch as we find that all three prongs of the collateral final order doctrine are satisfied in the present situation, we conclude that the dismissal order is final. 3. In addition, we are satisfied that where, as here, dismissal of an appeal will have the practical effect of denying later appellate review of a district court’s underlying order, the underlying order must be final, within the meaning of 28 U.S.C. § 1291. See United Steelworkers of America, Local 1913 v. Union Railroad Co., 648 F.2d 906, 909-10 (3d Cir.1981) (<HOLDING>). See also Horizons International, Inc. v. Options: A. holding that when dismissal of an appeal will have the practical effect of denying later review of a district courts order appellate jurisdiction under 1291 may be appropriate B. holding that the court did not have appellate jurisdiction under 1291 or 1292a3 because the district courts order striking class action allegations did not settle parties rights C. holding that generally appellate courts will not review an issue raised for the first time on appeal D. holding that district courts do not have appellate jurisdiction over state courts E. holding that pursuant to the collateral order doctrine and 28 usc 1291 a state may appeal from a district court order denying it eleventh amendment immunity

assistant: The best answer is A. holding that when dismissal of an appeal will have the practical effect of denying later review of a district courts order appellate jurisdiction under 1291 may be appropriate
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: to the maximum extent permitted by law , evernote expressly disclaims all warranties and conditions of any kind , whether express or implied , including , but not limited to the implied warranties and conditions of merchantability , fitness for a particular purpose and non-infringement .

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: another corporation as its instrumentality has formed it or is using it to perpetrate a fraud or other injustice or for some other improper purpose. See, e.g., Harris Rutsky & Co. Ins. Svcs., Inc. v. Bell & Clements Ltd., 328 F.3d 1122, 1134-35 (9th Cir.2003) (“To satisfy the alter ego exception to the general rule that a subsidiary and the parent are separate entities [for purposes of personal jurisdiction], the plaintiff must make out a prima facie case (1) that there is such unity of interest and ownership that the separate personalities [of the two entities] no longer exist and (2) that failure to disregard [their separate identities] would result in fraud or injustice.” (internal quotation marks and citations omitted)); Doe v. Unocal Corp., 248 F.3d 915, 926-28 (9th Cir.2001) (<HOLDING>); United Elec. Workers v. 163 Pleasant St. Options: A. holding that parent is liable for acts of subsidiary under agency theory only if parent dominates subsidiary parent of whollyowned subsidiary that had seats on board took part in financing and approved major policy decisions was not liable because parent did not have daytoday control B. holding that a subsidiary is not an alter ego of its parent even when the corporations are closely tied through stock ownership shared officers financing arrangements and the like C. recognizing separate corporate identity of parent despite evidence that parent consolidated its profits and losses with that of its whollyowned subsidiary in presenting parents financial reports to shareholders that subsidiary was considered a division of parent and that subsidiary accounted for 60 of parents and subsidiarys combined operations D. recognizing separate corporate identity of parent despite evidence that parent was alterego of its subsidiary and was being sued for acts of its subsidiary E. holding that a parents ownership of subsidiary and facts that the same people served as directors of both companies and that a parent was involved in macromanagement and finances of subsidiary did not satisfy first prong of alter ego test and thus the court did not need to reach second prong dealing with equities

assistant: The best answer is E. holding that a parents ownership of subsidiary and facts that the same people served as directors of both companies and that a parent was involved in macromanagement and finances of subsidiary did not satisfy first prong of alter ego test and thus the court did not need to reach second prong dealing with equities
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 and Purchaser represent and warrant to each other that no broker or finder other than Eastdil Secured Broker Services, Inc. (the “ Seller’s Broker ”), was instrumental in arranging or bringing about this transaction and that there are no claims or rights for commissions, finders’ fees or other compensation (collectively, “ Compensation ”) by any person or entity other than the Seller’s Broker. Seller shall be solely responsible for all Compensation payable to the Seller’s Broker pursuant to separate written agreement. If any broker or finder asserts a claim for compensation based upon any actual or alleged contact, dealings or communication with Purchaser or Seller, then the party through whom such broker or finder makes its claim shall indemnify and hold the other party (the “ Indemnified Party ”) harmless from and against any and all claims, damages, judgments, suits, liabilities, losses, costs and expenses (including without limitation, reasonable attorneys’ fees and court costs) suffered or incurred by or brought against the Indemnified Party in connection with such claim for compensation. The provisions of this Section 14 shall survive the Closing or, if the Closing does not occur, any termination of this Agreement.

assistant: Brokers
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: Interest shall be credited to the Cash Account balance (including both principal and interest) of each participating Director based on the balance at the end of each calendar quarter. The rate of interest to be applied at the end of each calendar quarter is set forth below in this Paragraph 4. The interest credit shall continue to be applied to the Cash Account of a Director, even if ceasing to serve as a Director, until all amounts credited to his or her Cash Account have been paid. Said interest shall be calculated quarterly, based upon the average daily balance of the Director’s Cash Account since the preceding calendar quarter, after giving effect to any reduction in the Cash Account as a result of any payments. The remaining annual payments will be recomputed to reflect the additional interest credits.

assistant: Interests
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: whether the error was harmless or reversible. For example, without a record, it is impossible for us to determine how much time counsel spent discussing Question One. Thus, we decline to extend the fundamental error doctrine to this case. It clearly does not apply. We also refuse to abandon our responsibility to look to the record for error so that we can independently and objectively assess both the error and its harm. In short, to evaluate Mason’s claims, we must review the trial record. Because Mason did not request the preparation of any part of the trial record, we are unable to address Mason’s claims that she likely would have prevailed but for the harm caused by the alleged charge errors. See Hiroms v. Scheffey, 76 S.W.3d 486, 489 (Tex.App.-Houston [14th Dist.] 2002, no pet.) (<HOLDING>). Moreover, because Mason did not timely file Options: A. holding where challenge was waived that appellate review is precluded B. holding that appellants failure to have trial proceedings transcribed precluded appellate review of whether trial court gave jury improper instruction C. holding that appellants failure to obtain a ruling at the trial level even on a constitutional issue precluded review on appeal D. holding that without transcript of trial proceedings appellate court cannot review underlying evidence so as to conclude that trial courts judgment is not supported by evidence E. holding that in a criminal trial the trial court must correct or amend an improper instruction if the proper instruction is necessary for the jury to understand the case

assistant: The best answer is B. holding that appellants failure to have trial proceedings transcribed precluded appellate review of whether trial court gave jury improper instruction
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: ed. 1999). This corresponds with the definition of “state agency” under the Administrative Procedure Act (APA), N.J.S.A. 52:14B-1 to -15: “State agency” or “agency” shall include each of the principal departments in the executive branch of the State Government, and all boards, divisions, commissions, agencies, departments, councils, authorities, offices or officers within any such departments now existing or hereafter established and authorized by statute to malee, adopt or promulgate rules or adjudicate contested cases, except the office of the Governor. [.N.J.SA. 52:14B-2(a) (emphasis added).] Clearly, Rule 2:2-3(a)(2), which provides for direct appellate review of agency action including the validity of any rule promulgated by such agency, r r. 49, 59, 960 A.2d 747 (App.Div.2008) (<HOLDING>), certif. denied, 198 N.J. 315, 966 A.2d 1080 Options: A. holding that decisions of the new jersey meadowlands commission established in but not of the department of community affairs njsa 13175a are appealable to the appellate division as of right B. holding that the new jersey statute of limitations applicable to 1983 actions is njsa 2a142 C. holding that the new jersey sports and exposition authority constituted as a body corporate and politic within the department of community affairs njsa 5104a is a state agency whose decisions are initially reviewable in the appellate division D. holding that this court is not bound by decisions of the appellate division or the third circuit even where those decisions concern the same parties and legal issues E. holding that a determination of a new jersey spill compensation fund arbitrator is reviewable by the appellate division

assistant: The best answer is A. holding that decisions of the new jersey meadowlands commission established in but not of the department of community affairs njsa 13175a are appealable to the appellate division as of right
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: intent” crime, requiring the specific intent to kill another person. See State v. Murray, 184 Ariz. 9, 32, 906 P.2d 542, 565 (1995); State v. Fisher, 176 Ariz. 69, 79, 859 P.2d 179, 189 (1993); see generally A.R.S. § 13-1105. At that time, Arizona courts had not addressed whether “conditional” intent was sufficient to satisfy the mens rea of a “specific” intent crime. Other states that had addressed the issue were split. Compare, e.g., State v. Irwin, 55 N.C.App. 305, 285 S.E.2d 345, 349 (N.C.1982) and State v. Kinnemore, 34 Ohio App.2d 39, 295 N.E.2d 680, 681-83 (1972) (both holding that conditional intent not sufficient to satisfy mens rea for specific intent crime assault with the intent to kill); with Holloway v. United States, 526 U.S. 1, 9-11, 119 S.Ct. 966, 143 L.Ed.2d 1 (1999) (<HOLDING>); People v. Vandelinder, 192 Mich.App. 447, 481 Options: A. holding that under california law section 28002 requires a reckless mens rea B. holding that conditional intent sufficient to satisfy specific intent mens rea for solicitation to commit murder offense C. holding that conditional intent sufficient to satisfy specific intent mens rea in federal car jacking statute D. holding that a mens rea of unlawfully in the indictment was sufficient because the indictment referenced the applicable statute which required a reckless mens rea E. holding that the enhanced minimum sentence for discharging a firearm requires no additional mens rea specific to the firing of the gun

assistant: The best answer is C. holding that conditional intent sufficient to satisfy specific intent mens rea in federal car jacking statute
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of the administrative tribunal. Shank, 542 S.W.2d at 782. In contradiction of the testimony given by students and District officials, appellant firmly denied the allegations of abuse. However, “if evidence before the Board warranted either of two decisions, the Board’s decision is binding on judicial review, and it is irrelevant that there may be supportive evidence of an opposing view.” Kimble, 669 S.W.2d at 952. We hold that the record demonstrates competent and substantial evidence that appellant committed the acts with which he was charged. Appellant next argues that the policies he allegedly violated were merely descriptive or recommendatory and not mandatory. In support of this argument, appellant cites Carter County School Dist., R-1 v. Palmer, 582 S.W.2d 347, 349 (Mo.App.1979) (<HOLDING>). However, a Missouri court has determined that Options: A. holding that the date on which the plaintiff learned of the defendants denial of tenure not the date on which the plaintiff became unemployed was when the statute of limitations began to run B. holding that neither the ada nor the rehabilitation act applies to prison employment C. holding that the statute teacher tenure act does not allow termination on the basis of a regulation which neither forbids nor commands action D. holding that the statute of limitations for an employment discrimination lawsuit by a college professor who did not receive tenure began when the college made the tenure decision and communicated that decision to the plaintiff E. holding that designation is neither a sentence nor a punishment

assistant: The best answer is C. holding that the statute teacher tenure act does not allow termination on the basis of a regulation which neither forbids nor commands action
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: presence of slang and non-literal language guides our inquiry. The web pages immediately preceding and following the Knievel photo use slang words such as “hardcore” and “scoping,” and slang phrases such as “throwing down a pose,” “put a few back,” and “hottie of the year,” none of which is intended to be interpreted literally, if indeed they have a literal meaning at all. We think that any reasonable viewer would have interpreted the word “pimp” in the same loose, figurative sense as well. See Yagman, 55 F.3d at 1440. But even if a viewer had interpreted the word “pimp” literally, he or she would have certainly interpreted the photograph and caption, in the context in which they were published, as an attempt at humor. See Hustler Magazine Inc., 485 U.S. at 49, 108 S.Ct. 876(<HOLDING>); Polygram Records, Inc. v. Superior Court, 170 Options: A. holding that a plaintiff does not have to possess actual knowledge of all the relevant facts in order for the cause of action to accrue B. holding that clergypenitent privilege applied in statements made during family counseling sessions conducted by lutheran minister with others present C. holding that an insurance contract should be construed as a reasonable person in the position of the insured would have understood it and that if the language used in the policy is reasonably susceptible to different constructions it must be given the construction most favorable to the insured D. holding evidence that mother allowed child to remain in home in which there was violent conduct as evidenced by fathers physical abuse of mother during her pregnancy was legally sufficient to support termination E. holding that farcical interview published in pornographic magazine in which minister admits to a drunken incestuous rendezvous with his mother in an outhouse was not actionable because it could not reasonably be understood as describing actual facts or actual events in which the minister participated

assistant: The best answer is E. holding that farcical interview published in pornographic magazine in which minister admits to a drunken incestuous rendezvous with his mother in an outhouse was not actionable because it could not reasonably be understood as describing actual facts or actual events in which the minister participated
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 two or more counterparts (including by facsimile or other electronic means such as portable document format (.pdf)), each of which shall be deemed an original but all of which shall constitute one and the same Agreement.

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: court rather than when first confronted by law enforcement in order to avoid criminal conviction based on “the minor m s direct appeal, the Supreme Court’s precedent has developed significantly in the field of state law affirmative defenses that fully satisfy the Winship baseline demand. See, e.g., Gilmore v. Taylor, 508 U.S. 333, 341, 113 S.Ct. 2112, 124 L.Ed.2d 306 (1993); Medina, 505 U.S. at 445-46, 112 S.Ct. 2572; Martin v. Ohio, 480 U.S. 228, 233-35, 107 S.Ct. 1098, 94 L.Ed.2d 267 (1987); Patterson v. New York, 432 U.S. 197, 210, 97 S.Ct. 2319, 53 L.Ed.2d 281 (1977). This precedent on affirmative defenses provides ready support for concluding that the SJC’s due process ruling in Powell’s direct appeal is not objectively unreasonable. See Patterson, 432 U.S. at 210, 97 S.Ct. 2319 (<HOLDING>); see also Martin, 480 U.S. at 238-35, 107 Options: A. holding that the due process clause protects the accused against conviction except upon proof beyond a reasonable doubt of every fact necessary to constitute the crime charged B. holding state must prove every element of an offense beyond a reasonable doubt and a scheme that shifts the burden of proof to the defendant by presuming a fact upon proof of the other elements of the offense violates due process C. holding that due process clause of fourteenth amendment protects the accused against conviction except upon proof beyond a reasonable doubt of every fact necessary to constitute the crime for which he is charged D. holding that the due process clause protects the accused against conviction except upon proof beyond a reasonable doubt of every fact necessary to constitute the crime with which he is charged E. holding that due process does not create a constitutional imperative operative countrywide that a state must disprove beyond a reasonable doubt every fact constituting any and all affirmative defenses related to the culpability of an accused

assistant: The best answer is E. holding that due process does not create a constitutional imperative operative countrywide that a state must disprove beyond a reasonable doubt every fact constituting any and all affirmative defenses related to the culpability of an accused
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 4.7 , the Company shall use the net proceeds from the sale of the Securities hereunder for working capital purposes and shall not use such proceeds: (a) for the satisfaction of any portion of the Company’s debt (other than payment of trade payables in the ordinary course of the Company’s business and prior practices), (b) for the redemption of any Common Stock or Common Stock Equivalents, (c) for the settlement of any outstanding litigation or (d) in violation of FCPA or OFAC regulations.

assistant: Use Of Proceeds
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 for a period commencing on the Management Commencement Date and unless sooner terminated as hereinafter provided, shall continue until the end of the Fiscal Year in which the tenth (10th) annual anniversary of the Management Commencement Date occurs (the “Term”). Thereafter, and subject to the mutual written consent of the Owner and Manager, this Agreement shall automatically renew for four (4) consecutive five (5) year renewal terms (“Renewal Terms) unless Manager or Owner provides written notice of termination to the other party at least one hundred and eighty (180) days prior to the end of the then current term. Any reference in this Agreement to “Term” shall be deemed to be a reference to the Initial Term and any Renewal Term.

assistant: Terms