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: The execution, delivery and performance by Buyer of this Agreement and the Transaction Documents to which Buyer is a party, and the consummation of the transactions contemplated hereby and thereby, will not: (a) violate any provision of Buyer's organization documents; (b) violate, conflict with or result in a breach of or default under any term or provision of any contract or agreement to which Buyer is a party or by or to which Buyer or any of its assets or properties are or may be bound or subject; or (c) violate any order, judgment, injunction, award or decree of any court or arbitration body, or any governmental, administrative or regulatory authority, or any other body, by or to which Buyer is or may be bound or subject.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 385 U.S. 293, 302, 87 S.Ct. 408, 17 L.Ed.2d 374 (1966). 34 . Smith v. Maryland, 442 U.S. 735, 743-44, 99 S.Ct. 2577, 61 L.Ed.2d 220 (1979). 35 . Id. at 741, 99 S.Ct. 2577 (emphasis added). 19 . See id. V 5. 20 . See Opp. Mem. at 3. 21 . Omegle.com Privacy Poli meno, 500 U.S. 248, 250, 111 S.Ct. 1801, 114 L.Ed.2d 297 (1991). 50 . Probation Order at 2 ¶ U. 51 . Opp. Mem. at 11. 52 . United States v. Jacobsen, 466 U.S. 109, 117, 104 S.Ct. 1652, 80 L.Ed.2d 85 (1984) (emphasis added). 53 . See Katz, 389 U.S. at 356-57, 88 S.Ct. 507. 54 . Smith, 442 U.S. at 740, 99 S.Ct. 2577. 55 . Opp. Mem. at 11. 56 . Id. 57 . DiTomasso’s Reply Memorandum ("Rep. Mem.”), at 5. 58 . Opp. Mem. at 13. 59 . Id. at 12. 60 . Id. at 13. 61 . Id. at 12. 62 .See Warshak v. United States, 490 F.3d 455 (6th Cir.2007) (<HOLDING>), vacated en hanc on other grounds, 532 F.3d Options: A. holding that users have a reasonable expectation of privacy in the content of stored email B. holding that prisoners do not have a reasonable expectation of privacy in their cells C. holding that defendant had legitimate expectation of privacy in contents of locked safe stored in his apartment but owned by third party D. holding that users have reasonable expectation of privacy in text messages despite advance warning that the messages could be read E. holding appellant failed to show any expectation of privacy in files stored on the computer system in his office was one that society accepts as objectively reasonable

assistant: The best answer is A. holding that users have a reasonable expectation of privacy in the content of stored email
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 and conditions hereof, the Company hereby employs Executive during the term of employment set forth in Section 1.2 to serve as President and Chief Executive Officer of the Company and perform such services and duties as are normally and customarily associated with such position as well as such other associated duties as the Board of Directors (the “BOD”) shall determine. Executive hereby accepts such employment and agrees to devote sufficient time, attention and energies during regular business hours to effectively perform his duties and obligations hereunder. Executive will work from offices in New York and travel as needed to perform his duties and obligations hereunder.

assistant: Employment
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 distributions under the Plan are subject to withholding of all applicable federal, state, provincial, local and foreign income taxes and social contributions (the “Withholding Obligation”). The Company may satisfy such Withholding Obligation by any means whatsoever, including withholding cash from any amount to be settled under this Agreement and/or other payment or amounts due to the Participant. Unless otherwise determined by the Committee, the Company will satisfy its Withholding Obligation first by withholding from any cash settlement payment, and then by issuing, upon the settlement of the PSUs, a net number of shares of Stock to the Participant equal to the number of shares of Stock that the Participant would otherwise be entitled to receive on the Settlement Date minus such number of shares with a value determined on that date equal to any amount required to satisfy the Withholding Obligation.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: have probable cause to search an entire vehicle, they may conduct a warrantless search of every part of the vehicle and its contents, including all containers and packages in the vehicle. United States v. Ross, 456 U.S. 798, 821 & n. 28, 102 S.Ct. 2157, 2171 & n. 28, 72 L.Ed.2d 572 (1982). A warrantless search of Cruz’s truck was therefore proper because the officers had probable cause to believe that it contained contraband in light of the construction that they had observed the suspects perform on the trailer. The almost two hour delay before making the search was not unreasonable and does not change the result. “There is no re quirement that the warrantless search of a vehicle occur contemporaneously with its lawful seizure.” United States v. Johns, 469 U.S. at 484, 105 S.Ct. 885 (<HOLDING>). In light of our conclusion that the law Options: A. holding warrantless search of packages seized three days earlier from trucks which were suspected of being involved in drug smuggling operation was not unreasonable B. holding that when officers had probable cause to search vehicles for contraband a warrantless search three days after the trucks had been seized of packages unloaded from the vehicles was reasonable C. holding that the question of whether the police had reasonable suspicion and probable cause to make a warrantless search should be reviewed de novo D. holding warrantless search of defendants automobile four days after impoundment was permissible under requirements of fourth amendment and state constitution where officers had probable cause to search vehicle when it was impounded and that probable cause continued between the time of the impoundment and the search E. holding that the police officers had probable cause to make a warrantless entry

assistant: The best answer is B. holding that when officers had probable cause to search vehicles for contraband a warrantless search three days after the trucks had been seized of packages unloaded from the vehicles was reasonable
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 agreement between the parties concerning the subject matter hereof and supersedes any prior employment, severance, confidentiality or invention assignment agreement between the parties hereto; provided however , that the Company reserves and shall retain all rights and remedies it may have against the Executive with respect to any breach of any prior confidentiality and invention assignment agreements. Additionally, except as set forth herein, the Executive represents and acknowledges that no other agreement, promise or understanding, express or implied, including any guarantee of future compensation or continued employment, has been made by any person to induce the Executive to enter into this Agreement.

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: did not object to the reasonableness of UCS’s fees, therefore, UCS is allowed its attorney’s fees in the amount of $1,937.50. In sum, I find that the debt incurred for cash advances during the presumption period, in the amount of $2058 is nondischargeable. The remainder is dischargeable. I further find that UCS is entitled to its attorney’s fees and costs of collection in the amount of $1,937.50. 1 . American Express Travel Related Services Co., Inc. v. Hashemi (In re Hashemi), 104 F.3d 1122 (9th Cir.1997), cert. denied, - U.S. -, 117 S.Ct. 1824, 137 L.Ed.2d 1031 (1997). 2 . Id. at 1126. 3 . 11 U.S.C. § 523(a)(2)(C). 4 . Chris Woodyard, Consumers in Debt: A Sinking Feeling, Houston Chronicle, October 14, 1996, at A NEWS. 5 . Id. 6 giniti), 201 B.R. 730, 734 (Bankr.E.D.Pa.1996) (<HOLDING>). 90 . PLEx. A. 91 . Id. 92 . See e.g. MBNA Options: A. holding that the burden of proof is on the claimant B. holding that burden shifts to nonmovant to raise issue of fact C. holding without extended discussion that the presumption shifts only the burden of production D. holding that section 523a2c shifts the burden of production and not the burden of proof on the issue of intent only E. holding that section 523a2c shifts the initial burden of going forward

assistant: The best answer is D. holding that section 523a2c shifts the burden of production and not the burden of proof on the issue of intent only
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 proceeds of the Loans made (a) on the Effective Date will be used to (i) consummate the Refinancing and (ii) pay fees and expenses incurred in connection with the Transactions, and (b) after the Effective Date, will be used for (i) working capital and general corporate purposes and for any other purpose not prohibited by the Loan Documents and (ii) in the case of the Initial Term B Loans, to settle the Borrower’s Existing Convertible Notes. No part of the proceeds of any Loan or Letter of Credit will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulation T, Regulation U and Regulation X.

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 case excerpt and choose the best holding from the options. Case excerpt: so that they could leave the scene undetected. The officer left the room, and the two were arrested. Clearly at the time of the arrest, the defendant and her companion had the right to possession and control of the cocaine and had physically exercised that right. Defendant cites to Garces v. State, 485 So.2d 847 (Fla. 3d DCA 1986), as supporting her claim that she was not “knowingly in actual or constructive possession” of the drugs at issue. Garces held that the temporary control of contraband in the presence of its actual owner, for the purpose of verifying that it was what it purported to be, did not constitute “legal possession.” However the 1992 amendment to section 893.02(16), Florida negates the possibility of such a claim. See State v. Nellums, 614 So.2d 676 (Fla. 1st DCA 1993) (<HOLDING>); see also Ortega v. State, 755 So.2d 813 (Fla. Options: A. recognizing that publication in the laws of florida or the florida statutes gives all citizens constructive notice of the consequences of their actions B. holding florida sexual predators act section 77521 florida statutes 2000 to be unconstitutional as violating procedural due process C. recognizing that the 1992 amendment to section 8930216 florida statutes changed the law D. recognizing that as to notice publication in the laws of florida or the florida statutes gives all citizens constructive notice of the consequences of their actions E. holding that the legislature amended section 8120142d florida statutes now renumbered as section 8120143c in 1992 to omit habitual offender penalties for the crime of felony petit theft

assistant: The best answer is C. recognizing that the 1992 amendment to section 8930216 florida statutes changed the law
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: No provision of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by the Executive and by an authorized officer of the Company (other than the Executive). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 03-0042. This dismissal alone would have cured any jurisdictional defect ailing the case up to that point and invocation of Rule 21 would be superfluous as a result. Cf. Caterpillar, Inc. v. Lewis, 519 U.S. 61, 65, 68-69, 117 S.Ct. 467, 136 L.Ed.2d 437 (1996). 11 . This principle is associated with but distinct from a court's consideration of a separate writing expressly incorporated by reference—something the Delaware Supreme Court has recognized (but with material limitations) and what DCC argues should permit this court to read the Subordination Agreement along side the Note. Compare 11 Willi-ston on Contracts § 30:25 ("Writing Expressly Incorporated By Reference”), with id. § 30:26 ("Writing Implicitly Incorporated By Reference”); see Delaware v. Black, 83 A.2d 678, 681 (Del.1951) (<HOLDING>); see also Realty Growth Investors v. Council Options: A. holding that for the purpose of deciding a motion to dismiss the complaint includes any written instrument attached to it as an exhibit or any statements or documents incorporated in it by reference B. holding that a contract may incorporate by reference provisions in another instrument but only to the extent that the incorporated matter is specifically set forth or identified C. holding that parties not specifically identified are not released D. holding that plea in bar may be based only on grounds set forth in statute E. holding that a court in deciding a rule 12b6 motion may consider a document that is incorporated by reference into the complaint

assistant: The best answer is B. holding that a contract may incorporate by reference provisions in another instrument but only to the extent that the incorporated matter is specifically set forth or identified
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: Restricted Stock Units may be granted to Eligible Persons in such form and having such terms and conditions as the Committee shall deem appropriate. The provisions of separate Restricted Stock Units shall be set forth in separate RSU Agreements, which agreements need not be identical.

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: All notices required to be given under this Agreement or the Plan shall be in writing and delivered in person or by registered or certified mail, postage prepaid, to the other party, in the case of the Company, at the address of its principal place of business (or such other address as the Company may from time to time specify), or, in the case of the Participant, at the Participant’s address set forth in the Company’s records; provided , however , any such notice to the Participant may be delivered electronically to the Participant’s email address set forth in the Company’s records. Each party to this Agreement agrees to inform the other party immediately upon a change of address. All notices shall be deemed delivered when received.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of the representations and warranties set forth in this Article II shall be deemed represented and made by UMHL at the Closing as if made at such time and shall survive the Closing for a period terminating on the second anniversary of the date 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 legal provision and list the applicable contract clause categories. Provision: Section 8.09 Compliance with Laws. The Borrower will, and will cause each Subsidiary to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its Property, except (other than with respect to Anti-Corruption Laws, applicable AML Laws and applicable Sanctions) where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower will maintain in effect and enforce policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws, applicable AML Laws and applicable Sanctions.

assistant: Compliance With 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: of obtaining the property.” 272 F.3d at 910-11. As discussed above, these types of cases— where the insured unlawfully obtained something from the underlying plaintiff— are inapposite: Beaumont did not unlawfully obtain anything from the nurses. Rather, it allegedly unlawfully withheld compensation from them. Thus, we find that Federal’s public policy claim fails. 3. Federal’s Discovery Request Is Moot Because the Policy requires and public policy does not preclude that Federal hon- or its commitment to indemnify Beaumont, there is no need for discovery on those issues. As the district court noted, the method of distribution of the settlement does not change the nature of the settlement itself. Regardless of the distribution of funds Inc., 2007 WL 3473683, *3 (W.D.Wash. Nov. 14, 2007) (<HOLDING>), aff'd, 331 Fed.Appx. 473 (9th Cir.2009). 4 . Options: A. holding that we are bound by the theory or reasoning underlying a supreme court case not just by its holding B. holding that the underlying suit did not seek to prevent unjust enrichment or to deprive defendant of the net benefit of its allegedly wrongful act but rather the underlying settlement was calculated by determining the individual harm suffered by each plaintiff C. holding that an intervenor lacked standing to challenge a settlement agreement between the plaintiff and the united states on the grounds that one of the plaintiffs claims was fraudulent because the intervenors were not parties to the settlement and suffered no personal harm from it notwithstanding the potential that its tax dollars went to pay the allegedly fraudulent claim D. holding that the court cannot examine the underlying merits of the claims in determining whether to certify a class E. holding that although the specific underlying felony is an essential element of felonymurder the government is not required to include the elements of the underlying felony or state the specific means by which it alleges the defendant committed the underlying felony

assistant: The best answer is B. holding that the underlying suit did not seek to prevent unjust enrichment or to deprive defendant of the net benefit of its allegedly wrongful act but rather the underlying settlement was calculated by determining the individual harm suffered by each plaintiff
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: Recognition Act (“the Act”) to have the Venezuelan judgment recognized in Florida. See § 55.601, et. seq., Fla. Stat. (2006). Section 55.604, Florida Statutes (2006), outlines specific procedures for the “recognition and enforcement” of foreign judgments in Florida’s courts. § 55.604, Fla. Stat. (2006). The Olivareses did not follow these procedures to seek court recognition of the Venezuelan judgment because they mistakenly characterized the proceedings as “pending” for the purposes of affording comity, rather than “final” for the purposes of seeking to bar Garnac’s present action on the basis of res judicata and/or collateral estoppel, a view also adopted by the trial court in its order. Further, section 55.603, Florida Statutes (2006), which states that the Act “appl th DCA 1994) (<HOLDING>). Accordingly, we reverse and remand for Options: A. holding that affirmative defenses are waived if not pled B. recognizing that mes judicata and collateral estoppel are affirmative defenses that ordinarily must be pled in an answer or similar pleading C. holding that the defendant could not raise affirmative defenses initially in its dispositive motion but remanding the case to the trial court to determine if leave to amend answer to incorporate affirmative defenses was appropriate so that the defendant could then properly raise those defenses in its dispositive motion D. holding that the mere pleading of affirmative defenses are insufficient to repel summary judgment E. holding that qualified immunity is an affirmative defense that must be pled by the official who claims it

assistant: The best answer is B. recognizing that mes judicata and collateral estoppel are affirmative defenses that ordinarily must be pled in an answer or similar pleading
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 not be amended except by an instrument in writing signed on behalf of the Company and the Stockholder. If any material amendment or waiver is proposed to be made with respect to any other Voting Agreement, the Company hereby covenants and agrees that the Stockholder shall be afforded the opportunity to enter into or receive (as applicable) a comparable amendment or waiver with respect to this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: I acknowledge that I am not relying on any promises or representations by the Company or any of its agents, representatives or attorneys regarding any subject matter addressed in this Release. I acknowledge that this Release constitutes the entire agreement between the Company and me and that this Release supersedes any previous agreements or understandings between me and the Company, except the Retention Agreement, the Indemnification Agreement, the Restrictive Covenant Agreement, the Insider Trading Policy, and any equity award agreements and equity plans to which they are subject, and any other obligations specifically preserved in this Release.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: the laws of california , u.s.a. , excluding california 's conflict of laws rules , will apply to any disputes arising out of or relating to these terms or the services .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or e-mail shall be effective as delivery of a manually executed counterpart of this Amendment.

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: This Agreement, and all claims arising in whole or in part out of, related to, based upon, or in connection herewith or the subject matter hereof or the transactions contemplated hereby will be governed by, construed and enforced in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Failure by either party hereto to insist upon strict compliance with any provision of this Agreement or to assert any right such party may have hereunder shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement. A waiver of the breach of any term or condition of this Agreement shall not be deemed to constitute a waiver of any subsequent breach of the same or any other term or condition.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement and the transactions contemplated hereby shall be governed by, and construed in accordance with, the law of the State of New York (including Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York), without reference to the conflicts of law principles thereof.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: the services constitute a technology platform that enables users of uber 's mobile applications or websites provided as part of the services ( each , an `` application '' ) to arrange and schedule transportation and/or logistics services with independent third party providers of such services , including independent third party transportation providers and independent third party logistics providers under agreement with uber or certain of uber 's affiliates ( `` third party providers '' ) .

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: Given the unique circumstances of this case, we disagree. The victim initially told police that Peals attacked her for no reason. At trial, the victim testified that she was intoxicated and was the aggressor. Further, the victim testified that she lied to the police because she was angry with Peals. The portions of the record attached to the trial court’s order show that the victim was the only witness to testify at trial about her intoxication. Because the victim admitted at trial that she lied, the jury may have been disinclined to believe her testimony. Peals, who asserted self-defense, may have been prejudiced by counsel’s failure to corroborate her testimony concerning her intoxication with the testimony of medical personnel. Cf. Kegler v. State, 712 So.2d 1167 (Fla. 2d DCA 1998) (<HOLDING>). Accordingly, the trial court is directed to Options: A. holding that counsel was ineffective for inter alia failing to impeach a witness with prior inconsistent statements B. holding that counsels failure to impeach a witness by showing bias was ineffective assistance C. recognizing that evidence of extra judicial statements by nonparty witness was admissable only to impeach D. holding that the state could not impeach an expert witness with evidence concerning past issues with the payment of taxes E. holding in rule 3850 proceeding that trial counsel s failure to impeach witness with statements he made on night of murder was not reasonable under the circumstances

assistant: The best answer is E. holding in rule 3850 proceeding that trial counsel s failure to impeach witness with statements he made on night of murder was not reasonable under the circumstances
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 Note is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Note so long as this Note as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties . The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: intelligence and ordinary experience.” Ibid. See, e.g., Magner v. Beth Israel Hosp., 120 N.J.Super. 529, 534, 295 A.2d 363 (App.Div.1972) (finding that a jury could conclude from “common experience” that defendant doctor was negligent when plaintiff suffered bums while unconscious during surgery), certif. denied, 62 N.J. 199, 299 A.2d 733 (1973); Tramutola v. Bortone, 118 N.J.Super. 503, 512-13, 288 A.2d 863 (App.Div.1972) (ruling that a jury was competent to resolve issue of defendant physician’s negligence, without expert testimony, where x-rays obviously showed needle in plaintiff’s chest but defendant had failed to inform the plaintiff of the needle), rev’d in part on other grounds, 63 N.J. 9, 304 A.2d 197 (1973); Steinke v. Bell, 32 N.J.Super. 67, 70, 107 A.2d 825 (App.Div.1954) (<HOLDING>). See also Becker v. Eisenstodt, 60 N.J.Super. Options: A. holding that with regard to intervening causes except when reasonable minds could not differ the question should be left for the jury to determine whether the intervening act and the resultant injury were such that the author of the original wrong could reasonably have expected them to occur as a result of his own negligent act B. recognizing a common knowledge exception C. recognizing common knowledge exception D. holding that in order to determine whether disqualification of plaintiffs attorney is appropriate because of a previous attorneyclient relationship he had with the defendant the court must determine whether confidential information was passed from client to attorney E. holding that laypersons could determine through their common knowledge whether defendant dentist was negligent when he extracted the wrong tooth

assistant: The best answer is E. holding that laypersons could determine through their common knowledge whether defendant dentist was negligent when he extracted the wrong tooth
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All notices, demands, declarations, consents, directions, approvals, instructions, requests and other communications required or permitted by the terms of this Agreement shall be given in the same manner as in the partnership agreement of the Operating Partnership, as amended and restated from time to time.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: misconduct unless the comments were so flagrant that they prejudiced the defendant). 116 . Fontenot v. State, 881 P.2d at 86. See also Strickland v. Washington, 466 U.S. 668, 687-89, 104 S.Ct. 2052, 2064-65, 80 L.Ed.2d 674 (1984). 117 . Id. at 694, 104 S.Ct. at 2068. See also Lockhart v. Fretwell, 506 U.S. -, 113 S.Ct. 838, 122 L.Ed.2d 180 (1993). 118 . Strickland v. Washington, 466 U.S. at 695, 104 S.Ct. at 2069. 119 . Strickland, v. Washington, 466 U.S. at 694, 104 S.Ct. at 2068. 120 . Williamson v. State, 812 P.2d 384, 413 (Okl.Cr.1991), cert. denied, - U.S. -, 112 S.Ct. 1592, 118 L.Ed.2d 308 (1992); Boltz v. State, 806 P.2d 1117, 1126 (Okl.Cr.1991), cert. denied, 502 U.S. 846, 112 S.Ct. 143, 116 L.Ed.2d 109 (1991). See also Dutton v. Brown, 812 F.2d 593, 598 (10th Cir.1987) (<HOLDING>). 121 . This issue has been rendered moot by Options: A. holding that the failure to recognize every possible legal argument did not render counsels performance constitutionally deficient B. holding that a fair assessment of attorney performance requires that every effort be made to eliminate the distorting effects of hindsight to reconstruct the circumstances of counsels challenged conduct and to evaluate the conduct from counsels perspective at the time C. holding counsels failure to object to victim impact testimony and evidence was not ineffective assistance of counsel when the trial record was silent as to counsels strategy D. recognizing that defendant must show 1 that counsels performance was deficient and 2 that counsels errors prejudiced the defense E. holding that counsels appellate strategy was reasonable given relevant new york supreme court appellate division precedents at the time of the appeal as a court must judge the reasonableness of the counsels challenged conduct on the facts ofthe particular case viewed as of the time of counsels conduct and quoting strickland supra at 690 104 sct 2052

assistant: The best answer is B. holding that a fair assessment of attorney performance requires that every effort be made to eliminate the distorting effects of hindsight to reconstruct the circumstances of counsels challenged conduct and to evaluate the conduct from counsels perspective at the time
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: College to now come forward within the next ten (10) days with full payment of the unpaid principal, $862,-396.39, and unpaid and accrued interest of $38,793.70 as of this day, 05/14/91. Interest is accruing at a rate of $283,528 per day. FBIT’s Ex. #K. FBIT argues that this letter had the effect of accelerating the debt evidenced by the Note and triggering the Post Maturity Rate of sixteen percent provided for by the Note. A debtor’s failure to pay an obligation on the due date does not automatically mature the entire debt, despite the presence of an acceleration clause in the agreement. Capital City Motors, Inc. v. Thomas W. Garland, Inc., 363 S.W.2d 575, 578 (Mo.1962) (citations omitted). See also Josephson v. Nat’l Screen Serv. Group, Inc., 810 S.W.2d 708, 709 (Mo.Ct.App.1991) (<HOLDING>). An acceleration clause does no more than give Options: A. holding that more than notice to a defendant is required B. holding order granting a new trial is not a final appealable order because it does not terminate the action or any of the claims or parties in the action C. holding that the obligation does not terminate upon death D. holding that an automatic forfeitureupondefault clause does not mean a notice of forfeiture is not required in order to terminate a lease E. holding that double jeopardy clause did not apply to forfeiture proceeding before the court

assistant: The best answer is D. holding that an automatic forfeitureupondefault clause does not mean a notice of forfeiture is not required in order to terminate a lease
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: only on the sentence and bare demographic facts of the offender and those that we can tell are unconstitutional only after individualized consideration. This is unfair. A sentence that lacks penological justification is disproportionate and violates the Eighth Amendment regardless of the analysis required to reach that conclusion. To extend and withhold the protections of the Eighth Amendment based on how closely we must examine the circumstances is an untenable and unfair basis for Constitutional protections. e. Finality does not justify nonretroactivity in this case ¶79 The plurality’s decision results in an unfair distinction. Given the level of importance we give fairness and remediation in Montana habeas corpus proceedings, only a strong countervaili 339 Mont. 281, 169 P.3d 698 (<HOLDING>). While this statement taken alone may be Options: A. holding that res judicata does not prevent this court from correcting a facially illegal sentence B. holding term illegal sentence is reserved for instances where sentence exceeds statutory maximum C. holding that the sentence entered by the circuit court was illegal because the court had no authority to impose a sentence that exceeded the punishment fixed by the jury D. holding that probation does not constitute a sentence E. holding that if a criminal defendant alleges that his sentence is illegal or exceeds statutory mandates this court will review the sentence even if the defendant failed to make a timely objection in the district court

assistant: The best answer is A. holding that res judicata does not prevent this court from correcting a facially illegal sentence
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: During the Employment Term, the Company will pay to the Executive a base salary at the annualized rate of not less than $800,000 (the base salary in effect from time to time, the “ Base Salary ”). The Base Salary will be paid to the Executive in accordance with the Company’s customary compensation practices from time to time in effect for the Company’s senior executive officers. The Board (or a committee of directors delegated by the Board) will review the Base Salary from time to time, but at least annually, during the Employment Term, but may not reduce the Executive’s then-existing Base Salary without the Executive’s prior written consent and agreement.

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: All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered personally, mailed by certified mail (return receipt requested) or sent by overnight carrier or by facsimile (upon confirmation of receipt) to the parties at the following addresses or at such other as shall be specified by the parties by like notice: (a) if to Parent, to the appropriate address set forth in Section 9.4 of the Merger Agreement (with a copy to Ropes & Gray LLP); (b) if to the Company, to the appropriate address set forth in Section 9.4 of the Merger Agreement (with a copy to each of Ruskin Moscou Faltischek, P.C. and Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.), and (c) if to Stockholder, to the appropriate address set forth on Schedule I hereto.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: See, e.g., Boyd, Payne, Gates & Farthing, 244 Va. at 429-30 (treating close corporation as a partnership for the purpose of settling partners’ rights and liabilities where the entity observed partnership, not corporate, formalities); Deeds v. Gilmer, 162 Va. 157, 258-59 (1934) (in settling creditors’ dispute, the court treated the corporation as a partnership where owners “utterly disregarded its corporate entity, and dealt with its rights, property, and business as if they belonged to a partnership composed of themselves.”); Scott v. Scott, 2007 Va. App. LEXIS 454, at *13 (2007) (unpublished opinion) (treating accounting firm as a partnership rather than a corporation for purposes of equitable distribution because it failed to observe corporate formalities); Va. Code § 13.1-671.1(F) (<HOLDING>). The Court consequently overrules the demurrer Options: A. recognizing as a matter of federal law that an action to redress injuries to a corporation cannot be maintained by a shareholder in his own name but must be brought in the name of the corporation B. holding that shareholder could not prevail on breachoffiduciaryduty claim against other shareholder because alleged mishandling of funds did not result in any injury to the corporation C. recognizing validity of a shareholder agreement that treats a corporation as a partnership D. recognizing that a corporation is properly aligned as a defendant in a shareholder derivative suit when the corporation is in antagonistic hands E. holding that unless a shareholder can show personal cause of action and personal injury claims for fraud and breach of fiduciary duty belong to the corporation and not the shareholder

assistant: The best answer is C. recognizing validity of a shareholder agreement that treats a corporation as a partnership
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 Consent Agreement may be may be executed in two or more counterparts, which may be delivered electronically, and, when so executed, will have the same force and effect as though all signatures appeared on a single document. Any signature page of this Consent Agreement may be detached from any counterpart without impairing the legal effect of any signatures thereon, and may be attached to another counterpart identical in form thereto by having attached to it one or more additional signature pages. Each party may rely upon signatures delivered electronically or via facsimile as if such signatures were originals.

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: 1983); aff'd 764 F.2d 1285 (9th Cir. 1985), and adopted the District Court’s reasoning with respect to federal action immunity. For this reason, this Court relies upon the analysis and reasoning of both the Ninth Circuit and the District Court in Sakamoto. 5 . Sea Air correctly notes that antitrust immunity is not lightly imputed. United States v. Philadelphia National Bank, 374 U.S. 321, 350-51, 83 S.Ct. 1715, 1734-35, 10 L.Ed.2d 915 (1963). This principle, however, does nothing to change the governmental immunity doctrine created by the courts to protect the federal government from scrutiny intended for more purely commercial transactions. See Sea Land Service, Inc. v. The Alaska Railroad, 659 F.2d 243 (D.C.Cir.1981), cert. denied, 455 U.S. 919, 102 S.Ct. 1274, 71 L.Ed.2d 459 (1982) (<HOLDING>). 6 . The Third Circuit in Norman’s on the Options: A. holding state immune from suit involving a federal question B. holding that a railroad operated and owned by the federal government was immune from antitrust liability C. holding that an individual is immune from antitrust liability for exercising first amendment right to petition the government D. holding that a railroad owned and operated by the federal government was immune from antitrust action under the governmental immunity doctrine which protects the federal government its agencies and instrumentalities from the reaches of antitrust law E. holding that the government is immune from liability for its choice of traffic protection devices

assistant: The best answer is B. holding that a railroad operated and owned by the federal government was immune from antitrust liability