flwrlabs/fed-legal huggingface dataset:
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: liable as an aider and abettor with a minimal showing of knowledge."); Woodward v. Metro Bank of Dallas, 522 F.2d 84, 97 (5th Cir.1975) ("[I]f the method or transaction is atypical ., it may be possible to infer the knowledge necessary for aiding and abetting liability."). Donnelly and KeyBank also assert that "there was no evidence that Donnelly or anyone else at Key{Bank] knew about Leahey's subordination agreement," and that neither Travelers nor Elmore ever "inform[ed] Key[Bank] that Travelers was relying on the $275,000 as a long-term capital contribution" to LGC & M. An alleged aider and abettor, however, need not know all of the details of the primary party's scheme for liability to attach. See, e.g., Woods v. Barnett Bank of Fort Lauderdale, 765 F.2d 1004, 1012 (11th Cir.1985) (<HOLDING>). Our conclusion with respect to Donnelly's and Options: A. recognizing both aiding and abetting breach of fiduciary duties and aiding and abetting conversion B. recognizing aiding and abetting conversion C. recognizing aiding and abetting trespass D. holding it was not a surprise or unfair to the defendant for the state to pursue a theory of aiding and abetting at trial when the charging document did not refer to aiding and abetting E. holding that the knowledge requirement of aiding and abetting element was met even though the bank may not have known of all the details of the primary fraudthe misrepresentations omissions and other fraudulent practices

assistant: The best answer is E. holding that the knowledge requirement of aiding and abetting element was met even though the bank may not have known of all the details of the primary fraudthe misrepresentations omissions and other fraudulent practices
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: FCX will, and will cause each of its Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect (a) its legal existence, except in the case of any Subsidiary other than PTFI, to the extent the failure to do so would not reasonably be expected to have a Material Adverse Effect, and (b) the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business, except to the extent the failure to do so would not reasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or, so long as PTFI is a Subsidiary, permitted by Section 9.16(c).

assistant: Existence
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 provided for herein shall be given in the manner and subject to the terms of Section 10.01 of the Credit Agreement; provided that any such notice, request or demand to or upon the Grantor shall be addressed to the Grantor at its notice address set forth in Section 10.01 of the Credit Agreement.

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: No order, consent, approval, license, authorization or validation of, or filing, recording or registration with (except for those that have otherwise been obtained or made on or prior to the date of this Agreement or as otherwise required hereby and which remain in full force and effect on the date of this Agreement), or exemption by, any Governmental Authority, is required to be obtained or made by, or on behalf of, any Loan Party to authorize, or is required to be obtained or made by, or on behalf of, any Loan Party in connection with, the execution, delivery and performance of any Loan Document or the legality, validity, binding effect or enforceability of any such Loan Document.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any claim or controversy arising out of, or relating to, this Agreement or its breach, shall be settled by arbitration in Palm Beach County, Florida in accordance with the governing rules of the American Arbitration Association. Judgment upon the award rendered may be entered in any court of competent jurisdiction.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: You agree to keep secret and retain in strictest confidence, and shall not use for the benefit of yourself or others or disclose to others, any confidential and proprietary information of the Company, including but not limited to information and materials relating to the internal operations of the Company, its processes and procedures, trade “know-how”, sales, marketing and distribution methods and strategies, suppliers, customers, prospective customers, services, terms of contracts, pricing policies, business plans, research and development projects and any and all other business affairs of the Company (collectively, “ Confidential Information ” ). Confidential Information does not include any information or material generally available to the public. You agree that the existence of and the terms and provisions of this Agreement shall remain and be kept strictly confidential. This confidentiality provision applies to and expressly prohibits all communications to any person or entity, including, without limitation, communications to any present, former or future Company employee. References to “Company” in this definition include the Company and any affiliate of the Company.

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 case excerpt and choose the best holding from the options. Case excerpt: connection[ ]’ [by showing] that engaging in the protected activity was a substantial or motivating factor in the adverse employment action.” Grady v. Shawnee Pub. Sch. Dist. I-93, No. 98-6099, 1998 WL 852533, at *5 (10th Cir. Dec.10, 1998)(unpublished decision)(citing Mt Healthy City Sch. Dist Bd. of Educ. v. Doyle, 429 U.S. at 287, 97 S.Ct. 568). “[E]mployers’ acts short of dismissal may be actionable as First Amendment violations, [however the Tenth Circuit has] never ruled that all such acts, no matter how trivial, are sufficient to support a retaliation claim. ... [T]here may be some minor adverse actions that would not constitute First Amendment violations.” Lybrook v. Members of the Farmington Mun. Schs. Bd. of Educ., 232 F.3d at 1340 (internal citations and quotations omitted)(<HOLDING>). “An employee alleging retaliation must show Options: A. holding that the plaintiffs placement on paid administrative leave constituted an adverse action for purposes of a first amendment retaliation claim B. holding that placing a teacher on a professional development plan which required the teacher to strive to create a collaborative atmosphere and act with high professional standards did not constitute an adverse employment action for purposes of first amendment retaliation C. recognizing retaliation involving promotion as adverse employment actions under the first amendment D. holding that the administrative transfer of a teacher which denied him the opportunity to teach his preferred subject could constitute an adverse employment action E. holding that negative perform anee evaluations of a teacher constituted a materially adverse employment action for purposes of a retaliation claim

assistant: The best answer is B. holding that placing a teacher on a professional development plan which required the teacher to strive to create a collaborative atmosphere and act with high professional standards did not constitute an adverse employment action for purposes of first amendment retaliation
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: attesting that she first learned of the trial court’s signing of the modification order on September 16, 2013. Vicky alleged that she had not been properly served with citation of the modification. On October 28, Vicky was informed by the trial court’s coordinator that her motion had been considered by the trial court and overruled. Consequently, Vicky filed a Motion for Reconsideration on November 7. On November 20, the trial court issued its letter ruling denying Vicky’s motion for reconsideration fi*om which Vicky seeks to appeal. By her appeal, Vicky presents five issues. However, because we conclude that we are without jurisdiction over this appeal, that is the only issue we will address. See Bethurum v. Holland, 771 S.W.2d 719, 722 (Tex.App.-Amarillo 1989, no writ) (mem. op.) (<HOLDING>). Law and Analysis Unless a timely filed motion Options: A. holding that it is a fundamental principle of appellate law that appeal jurisdiction is only available to parties B. holding appellate court lacks jurisdiction if party does not preserve claim by first raising it before trial court C. recognizing that a federal court is obliged to dismiss a case whenever it appears the court lacks subject matter jurisdiction D. holding that an appeal is properly dismissed as moot when an appellate court lacks power to provide an effective remedy for the appellant should it find in his favor E. holding that when an appellate court determines that it lacks jurisdiction the only thing it can do is dismiss the appeal

assistant: The best answer is E. holding that when an appellate court determines that it lacks jurisdiction the only thing it can do is dismiss the appeal
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: “improper definition of reasonable doubt.” (Claim I.C.4, paragraph 51, of Boyd’s petition.) 23. Boyd alleged that his trial counsel rendered ineffective assistance by failing to object, during the penalty phase of the trial, to the prosecutor’s “expressions of his personal opinion of [Boyd’s] sentence.” (Claim I.D.2, paragraph 62, of Boyd’s petition.) 24. Boyd alleged that his trial counsel rendered ineffective assistance by failing to object, during the penalty phase of the trial, to the prosecutor’s comments “deni-grat[ing] ... the jury’s role in the sentencing process.” (Claim I.D.2, paragraphs 63-64, of Boyd’s petition.) Claims presented in a Rule 32 petition but not pursued on appeal are deemed to be abandoned. See Brownlee v. State, 666 So.2d 91, 93 (Ala.Crim.App.1995)(<HOLDING>). See also, e.g., Charest v. State, 854 So.2d Options: A. holding that issues not specifically raised and argued in a partys opening brief are waived B. holding that issues not argued in initial brief are deemed waived C. holding that we will not review issues not listed and argued in brief D. holding an appellant may not use the reply brief to argue issues not argued in the initial brief E. holding issues argued orally but not addressed in brief were waived

assistant: The best answer is C. holding that we will not review issues not listed and argued in brief
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 delay or omission by the Company in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by the Company on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.

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 case excerpt and choose the best holding from the options. Case excerpt: favor.” Cabaccang, 332 F.3d at 635 (quotation marks omitted). After considering the text, structure, history and purpose of the statute, we are left with “a grievous ambiguity or uncertainty in the statute.” Barber, 130 S.Ct. at 2508-09(inter-nal quotation marks omitted). The ambiguity in the statute is particularly highlighted when contrasting the two separate interpretations offered by the government and the dissent. The dissent claims that supervised released never commenced so there is nothing to stay while the government claims the stay kicks in upon certification but is somehow lifted once commitment is ordered. Both of these approaches cannot be correct nor can they be squared with our interpretation which endeavors to reconcile all three of the relevant statutes. See id. (<HOLDING>) (internal quotation marks and citation Options: A. holding that the rule of lenity applies only if the provision being construed is still ambiguous after the application of normal rules of construction B. recognizing that the rule of lenity only applies if after considering text structure history and purpose there remains a grievous ambiguity or uncertainty in the statute such that the court must simply guess as to what congress intended C. holding that the rule of lenity applies to sentencing guidelines D. recognizing that the rule of lenity applies only after courts exhaust all other evidence of congressional meaning E. holding that the rule of lenity ensures fair warning by so resolving ambiguity in a criminal statute as to apply it only to conduct clearly covered

assistant: The best answer is B. recognizing that the rule of lenity only applies if after considering text structure history and purpose there remains a grievous ambiguity or uncertainty in the statute such that the court must simply guess as to what congress intended
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: visits to telephone calls to the provision of photographs. Joseph R. Carrieri, “The Legal Handbook of the Foster Care System,” Criminal Law and Urban Problems, at 7 (PLI Litig. & Admin.Practice Course Handbook Series No. 163, 1992). “Open adoptions” engender sensitive and complex considerations of public policy. Amadio & Deutsch, supra, 22 J.Fam.L. at 66; Judy E. Nathan, Note, Visitation After Adoption: In the Best Interests of the Child, 59 N.Y.U.L.Rev. 633 (1984); Sandra Gardner, Beyond Records: Open Adoption, N.Y. Times, June 20, 1992 (N.J. Weekly), at 17. Courts have differed with respect to the clarity and strength of public policy on the issue of “open adoptions” under their respective statutory schemes. Compare In re Gregory B., 74 N.Y.2d 77, 544 N.Y.S.2d 535, 542 N.E.2d 1052 (<HOLDING>), reh’g denied sub nom. In re Willie John B., Options: A. holding that postadoption visitation of child who was adopted by grandparents on basis of biological parents unconditional consent was required to promote childs best interests B. recognizing the relationships between a decedent and his or her parents and siblings C. recognizing emotional bond between foster parents and child although ultimately determining foster parents did not have rights of parents in dependency action under chapter 2644 rcw D. holding foster parents not liable for willful act of their foster child E. recognizing that postadoption visitation limited to when adoptive parents are grandparents siblings or foster parents

assistant: The best answer is E. recognizing that postadoption visitation limited to when adoptive parents are grandparents siblings or foster parents
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 with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents that will be timely publicly disclosed by the Company, the Company confirms that neither it nor any other Person acting on its behalf has provided the Investor or its agents or counsel with any information that it believes constitutes or might constitute material, non-public information which is not otherwise disclosed in the Registration Statement or any Prospectus Supplements thereto. The Company understands and confirms that the Investor will rely on the foregoing representation in effecting purchases and sales of securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Investor regarding the Company, its business and the transactions contemplated hereby, taken as a whole, including the disclosure schedules to this Agreement, is true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The press releases disseminated by the Company during the 12 months preceding the date of this Agreement taken as a whole did not as of their issue date contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made and when made, not misleading. The Company acknowledges and agrees that the Investor neither makes nor has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3 hereof.

assistant: Disclosures
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 Guaranty may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement. Delivery of an executed counterpart of a signature page to this Guaranty by facsimile shall be effective as delivery of a manually executed counterpart of this Guaranty.

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: There are no actions, suits, claims, investigations or other legal proceedings pending or, to the Mesteña Entities’ knowledge, threatened against any of the Sellers or their Affiliates or the Acquired Companies which, if determined adversely, may result in a Material Adverse Effect.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: had not been made. Id. at 1310. However, he also stated his view “that from a purely technical standpoint a public defender may appear as ‘next friend’ with as much justification as the mother of [one or another capital defendant].” Id. As noted above, there is no issue of competence in this case; the reason for seeking next friend standing is inaccessibility, and the government has conceded that. There being no “technical” impediment to appointing a lawyer to serve as next friend, it is not surprising that courts have done so in appropriate cases. See, e.g., Miller ex rel. Jones v. Stewart, 231 F.3d 1248 (9th Cir.2000) (granting next friend status to lawyer seeking to stay execution and remanding for hearing on defendant’s competence); Ford v. Haley, 195 F.3d 603, 624 (11th Cir.1999) (<HOLDING>); In re Cockrum, 867 F.Supp. 494, 495 Options: A. recognizing that lawyer who had represented petitioner for years was as fit as a relative to serve as next friend B. holding that a choice of law provision in a lease did not serve as a basis for jurisdiction C. recognizing first english requirement was not met where trial counsel represented petitioner on direct appeal D. holding that there is no constitutional right for a represented defendant to act as cocounsel E. recognizing that the intent that of rule 1070j is to serve as a case management tool and not as a severe sanction

assistant: The best answer is A. recognizing that lawyer who had represented petitioner for years was as fit as a relative to serve as next friend
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 moving party may succeed on summary judgment. See id. In addition, the nonmoving party may not rely solely on allegations or conclusory statements. See Greene v. Dalton, 164 F.3d 671, 675 (D.C.Cir.1999); Harding v. Gray, 9 F.3d 150, 154 (D.C.Cir.1993). Rather, t d injury is likely to be redressed by a favorable decision of this court. See Lujan, 504 U.S. at 561, 112 S.Ct. 2130 (1992); Tozzi v. U.S. Dep’t of Health and Human Servs., 271 F.3d 301 (D.C.Cir.2001) (recognizing that upgrade classification change from “reasonably anticipated” to “known” carcinogen caused some economic injury that could be redressed by reversing the classification). An organization has standing only if it meets a separate three-prong test. See Truckers United for Safety v. Mead, 251 F.3d 183 (D.C.Cir.2001) (<HOLDING>). Such standing exists where the organization’s Options: A. holding that plaintiffs lacked standing to sue B. holding that employers have standing to sue C. holding the homeowners association had standing to sue under the theory of promissory estoppel D. holding that a motor carriers association has standing to sue on behalf of its members for department of transportations alleged abuses of agency authority E. holding noncustodial father did not have standing to sue on his daughters behalf

assistant: The best answer is D. holding that a motor carriers association has standing to sue on behalf of its members for department of transportations alleged abuses of agency authority
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: For all purposes of this Agreement, all communications, including without limitation notices, consents, requests or approvals, required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when hand delivered or dispatched by electronic facsimile transmission (with receipt thereof orally confirmed), or five business days after having been mailed by United States registered or certified mail, return receipt requested, postage prepaid or one business day after having been sent for next‑day delivery by a nationally recognized overnight courier service, addressed to the Company at its headquarters (to the attention of the Secretary of the Company) and to Indemnitee at the applicable address shown on the signature page hereto, or to such other address as any party may have furnished to the other in writing and in accordance herewith, except that notices of changes of address will be effective only upon receipt.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: the skyscanner services and skyscanner platforms are provided by skyscanner limited , a private limited company incorporated and registered in england & wales with company number 04217916 .

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: that [Fleming] was being held in confinement illegally”; “had a duty to insure that [Fleming] was not held in jail after his sentence was suspended[ ] and ... failed to perform that duty”; “have a practice of recklessly detaining people unlawfully and unconstitutionally, including failing to release people in a timely manner”; “failed properly to train and supervise ... officers and employees to insure that persons in custody are not detained unlawfully and unconstitutionally and are released in a timely manner”; and “failed to promulgate and implement proper policies to prevent” such unlawful detention. These allegations are just as “broad and ... conelusional” as those deemed insufficient to negate an assertion of qualified immunity in Wicks. 41 F.Sd at 995-96; see also id. at 996 (<HOLDING>). As the Wicks court explained, “[t]o merely Options: A. holding that an employees unsubstantiated testimony that he was better qualified than employees that were not subject to adverse employment actions was insufficient to defeat summary judgment B. holding that more favorable treatment of similarly situated employees outside the race classification is required to make a prima facie race discrimination case C. holding that an employers decision to terminate and individuals employment based on race is a violation of title vii regardless of whether that person is white or black D. holding that custody decision based on race is not justified E. holding allegations of race discrimination insufficiently specific to overcome assertion of qualified immunity where plaintiff alleged that employer customarily and habitually treated black employees in a less favorable fashion than white employees and her adverse comments about plaintiff based upon race and based upon plaintiffs protesting unjustified employment actions against him was a proximate cause of an adverse employment decision

assistant: The best answer is E. holding allegations of race discrimination insufficiently specific to overcome assertion of qualified immunity where plaintiff alleged that employer customarily and habitually treated black employees in a less favorable fashion than white employees and her adverse comments about plaintiff based upon race and based upon plaintiffs protesting unjustified employment actions against him was a proximate cause of an adverse employment decision
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Executive shall report directly to the Company’s Board of Directors (the “ Board ”), at such times and in such detail as the Board shall reasonably require. The Executive shall perform such duties consistent with his position or as may be directed by the Board.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No Seller Party shall enter into such transaction, including, without limitation, the purchase, sale, lease or exchange of property or assets or the rendering or accepting of any service with any Affiliate unless such transaction is (a) not otherwise prohibited in this Agreement, (b) in the ordinary course of a Seller Party’s business and (c) upon fair and reasonable terms no less favorable to such Seller Party, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The audited December 31, 2016 and the unaudited March 31, 2017 and June 30, 2017 consolidated financial statements of the Parent and its consolidated subsidiaries heretofore delivered to the Lenders fairly present, in all material respects, the consolidated financial condition and consolidated results operations of the Parent and its consolidated subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end adjustments and the absence of footnotes in the case of the unaudited statements.

assistant: Financial Statements
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: Finally, eBay has shown that it did not do anything that would suggest sponsorship or endorsement by the trademark holder. See New Kids on the Block, 971 F.2d at 308. Clearly, “a use is not nominative if it creates a likelihood of confusion about the mark-holder’s affiliation or sponsorship.” Chambers v. Time Warner, No. 00 Civ. 2839(JSR), 2003 U.S. Dist. LEXIS 3065, at *10, 2003 WL 749422, at *3, (S.D.N.Y. Mar. 5, 2003); see also Dow Jones, 451 F.3d at 308 n. 14; Courtenay Commc’ns Corp. v. Hall, 334 F.3d 210, 214 (2d Cir.2003); Pebble Beach Co. v. Tour 18 I Ltd., 155 F.3d 526, 546 (5th Cir.1998). However, the mere use of a trademarked term to describe something is not enough to suggest sponsorship or endorsement. See Cairns v. Franklin Mint Co., 292 F.3d 1139, 1155 (9th Cir.2002) (<HOLDING>); Playboy Enters., 279 F.3d at 803 (holding Options: A. holding that even without explicit disclaimer no endorsement or sponsorship was suggested when there was no evidence in the record that rights holders were associated with the alleged infringers B. holding that where a defendant sold no stock at all this suggested that there was no insider information from which to benefit and there was not a strong inference of scienter C. holding that there was no confusion regarding endorsement where the plaintiffs mark was not so closely associated with the plaintiff that any mention would suggest sponsorship or endorsement D. holding there was no evidence to support the existence of any alleged fiduciary duty E. holding that there was no basis for a reasonable inference that the defendants were cut in on the drug deal when the record indicated that they were willing to perform the required crewmember services with no special inducement

assistant: The best answer is A. holding that even without explicit disclaimer no endorsement or sponsorship was suggested when there was no evidence in the record that rights holders were associated with the alleged infringers
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 agrees, upon the Company’s request, to reasonably cooperate with the Company in any investigation, litigation, arbitration or regulatory proceeding regarding events that occurred during Executive’s tenure with the Company or its affiliate, including making herself reasonably available to consult with Company’s counsel, to provide information and to give testimony. Company will reimburse Executive for reasonable out-of-pocket expenses Executive incurs in extending such cooperation, so long as Executive provides advance written notice of Executive’s request for reimbursement and provides satisfactory documentation of the expenses. Nothing in this section is intended to, and shall not, restrict or limit the Executive from exercising his or her protected rights in Section 4 hereof or restrict or limit the Executive from providing truthful information in response to a subpoena, other legal process or valid governmental inquiry.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and the documents referred to herein constitute the entire agreement between the parties hereto with respect to t he matters covered hereby, and any other prior or contemporaneous oral or written understandings or agreements with respect to the matters covered hereby are expressly superseded by this Agreement, including, but not limited to, any previous forms of direc tor’s and officer’s indemnification agreements adopted by the Board and/or entered into by the Company with the Indemnitee; provided, however , that this Agreement is supplemental to and in furtherance of the rights provided to, or for the benefit of the In demnitee, by the Articles, the Bylaws, the MGCL and any other applicable law, and shall not be deemed a substitute therefor, and does not diminish or abrogate any rights of the Indemnitee thereunder.

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 legal provision and list the applicable contract clause categories. Provision: Use the proceeds of Loan, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose.

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: that there is no duty to protect the public from assaults by third parties, and cases such as White, in which this rule was applied to employers, the court must conclude that this case falls within the third category of “fair warning” analysis described above and even if the Individual Defendants violated the constitution, they were not given fair warning that their conduct was violative of the constitution. Further, the Title VII precedent governing harassment by third parties which creates a hostile work environment would not have given the Individual Defendants fair warning that their failure to prevent a physical attack by a non-employee violated Freddie Golthy Jr.’s constitutional rights. See Snider v. Jefferson State Community College, 344 F.3d 1325, 1330 (11th Cir. 2003) (<HOLDING>). Consequently, even if there were a Options: A. recognizing that a plaintiff can demonstrate that samesex harassment is because of sex by showing that the conduct was motivated by the coworkers sexual desire for persons of the same sex B. holding that although same sex sexual harassment was known to be cognizable under title vii at the time of the events in question because it had not been ruled unconstitutional at that time qualified immunity was appropriate C. holding that harassment of women working alongside plaintiff was relevant to question of creation of environment viola tive of title vii although vinson was a sexual harassment case the principles underlying a hostile environment theory are equally applicable in sexual harassment and racial harassment cases D. holding that samesex sexual harassment claims are not actionable under title vii E. holding that sexual harassment need not take the form of sexual advances or other explicitly sexual conduct in order to be actionable under title vii

assistant: The best answer is B. holding that although same sex sexual harassment was known to be cognizable under title vii at the time of the events in question because it had not been ruled unconstitutional at that time qualified immunity was 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 case excerpt and choose the best holding from the options. Case excerpt: that the amount of damages owed to Mr. Cain’s beneficiaries constitutes an actual controversy so as to allow its declaratory action to proceed. Inasmuch as it is unclear whether or not a FELA action will be initiated by the estate’s representative, this alleged controversy is not ripe for adjudication. The purpose of the Declaratory Judgment Act is “to avoid accrual of avoidable damages to one not certain of his rights and to afford him an early adjudication, without waiting until his adversary should see fit to begin suit, after damage had accrued.” NUCOR Corp. v. Aceros Y Maquilas de Occidente, S.A. de C.V., 28 F.3d 572, 577 (7th Cir.1994) (internal quotations and citations omitted); see also United Parcel Service, Inc. v. Pennie, 2004 WL 2064547, at *3 (N.D.Ill. Sep. 8, 2004) (<HOLDING>); Ebenisterie Beaubois Ltee v. Marous Bros. Options: A. holding that the declaratory judgment act does not authorize a party to seek a determination of its adversarys rights and obligations and potential damages but rather is to be used to avoid accrual of avoidable damages to one not certain of his rights B. holding that a plaintiff can seek statutory damages even in the absence of actual damages C. recognizing that the declaratory judgment act is only procedural and does not create substantive rights internal quotation marks and citations omitted D. holding that the determination and assessment of damages are not the primary purpose of a declaratory action E. holding that damages based on the abstract value of constitutional rights are not a permissible element of compensatory damages in action under civil rights act of 1871

assistant: The best answer is A. holding that the declaratory judgment act does not authorize a party to seek a determination of its adversarys rights and obligations and potential damages but rather is to be used to avoid accrual of avoidable damages to one not certain of his rights
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: Davis v. State, 737 So.2d 480, 483 (Ala.1999) (“The State is no longer required to prove that the defendant broke and entered the premises. Instead, the strictures of that element have been replaced with the general requirement of a trespass on premises through an unlawful entry or an unlawful remaining.”). Moreover, the red notice on the door did not affect the unlawfulness of Sanders’s entry because he testified that he did not see the notice. When asked if he thought that the building had been condemned, Sanders testified, “That sign was not on the door at the time.” (R. 65.) The house owned by Turner and used to store some of his belongings constituted a building under § 13A-7-7, Ala.Code 1975. Compare Sanders v. State, [Ms. CR-10-1091, December 14, 2012] — So.3d (Ala.Crim.App.2012)(<HOLDING>). In Sanders, the structure was not used for Options: A. holding a burglary must be of a building or structure in order to qualify as a violent felony for acca purposes B. holding that thirddegree burglary is a violent felony C. holding that burglary of commercial building is crime of violence under guidelines D. holding that the structure purchased solely for demolition by the birmingham airport authority did not constitute a building for the purpose of thirddegree burglary E. holding that ohios thirddegree burglary statute constituted a violent felony under the residual clause of the armed career criminal act

assistant: The best answer is D. holding that the structure purchased solely for demolition by the birmingham airport authority did not constitute a building for the purpose of thirddegree burglary
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 Parties intend that the 2015 Employment Agreement since first effective be, and continue as the Amended 2015 Employment Agreement to be, interpreted to comply with, or satisfy an exemption under § 409A of the Internal Revenue Code of 1986, as amended ("409A"). For example, any requirement that Employee have a termination of employment shall be interpreted as a requirement that the employee have a "separation from service" within the meaning of § 409A.

assistant: Interpretations
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 United States may be held liable for the actions of CAMcare and its employees, the Court must determine the liability of—and immunities and defenses available to—a similarly-placed private healthcare employer in like circumstances under New Jersey law. Plaintiff argues that there is no reason why immunity under the New Jersey Charitable Immunity Act, which is meant to protect nonprofit organizations and hospitals like CAMcare, should still apply in this case now that the United States has been substituted in for CAMcare. (See PI. Br. at 17-20.) On this question, however, the law is long-settled: the United States is entitled to assert “any defenses available to a similarly-placed private employer answering for the alleged torts of its employee.” Lomando v. United 3 (D.N.J. 1996) (<HOLDING>). B. The New Jersey Charitable Immunity Act The Options: A. holding that united states in ftca action may rely on immunities available to a private automobile owner covered by new jerseys nofault insurance law even though it was not literally the owner of an automobile under the new jersey statute B. holding that a writ of execution under new jersey law is not an action against the consumer C. recognizing that pennsylvania had no interest in denying its residents the greater damages available under new jersey consumer fraud statutes for claims against a new jersey seller D. holding that assignment of insureds rights to coverage for property damage under automobile insurance policy to automobile repairer was invalid because of antiassignment provision E. recognizing new jerseys interest in deterrence of tortious misconduct as a relevant factor in choice of law decisions applicable where two of defendants were new jersey residents from whom damages were sought for their negligent acts in new jersey

assistant: The best answer is A. holding that united states in ftca action may rely on immunities available to a private automobile owner covered by new jerseys nofault insurance law even though it was not literally the owner of an automobile under the new jersey 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 legal provision and list the applicable contract clause categories. Provision: Any Lender may at any time, without the consent of, or notice to, any Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural person), a Defaulting Lender or the Company or any of the Company’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Company, the Administrative Agent, the other Lenders and the L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.

assistant: Participations
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: As of the Effective Date, (a) OpCo has a valid ownership interest in and good title in all material property it purports to own, and (b) the Borrower has a valid ownership interest and good title in the membership interests of OpCo it purports to own and in all other material property it purports to own, in each case free and clear of Liens, subject only to Permitted Liens (limited in the case of equity interests in OpCo to Liens securing the Loan Obligations and non‑consensual Permitted Liens that do not secure any Indebtedness) and except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or reasonably anticipated to be conducted or to utilize such properties for their intended purposes.

assistant: Titles
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: alleging the transaction was a fraudulent conveyance. This argument at its essence is that Debtor engaged in a knowing and conscious fraudulent scheme. Critical to Debtor’s position is that the release of Clark Fork under Section 1102 was effective, thereby removing Plaintiffs as creditors of Clark Fork. However, if Plaintiffs can prove (as they have alleged) that the release was obtained through fraud, then the release would be ineffective. “If action is taken for a fraudulent purpose or to carry out a fraudulent purpose or to carry out a fraudulent scheme, the action is void and of no force or effect.” Richard A. Lord, Williston On Contracts Sec. 69.4 (4th Ed.2003). A release may be set aside if it was obtained fraudulently. Stanley v. Holms, 293 Mont. 343, 975 P.2d 1242 (1999) (<HOLDING>); Riggs et al. v. Gillespie, 241 F. 311 (4th Options: A. holding that a grant of summary judgment in favor of one party creates a final judgment allowing appellate review of denial of opposing partys summary judgment motion B. holding that because plaintiff failed to advance evidence rebutting motion for summary judgment alongside a concession in their interrogatory response the district court did not err in granting defendants motion for summary judgment C. holding that trial court impliedly ruled on motion for continuance by granting motion for summary judgment when appellant filed motion for continuance two days before summary judgment hearing D. holding that the trial court did not err by granting defendants motion for summary judgment E. recognizing the invalidity of releases under fraudulent conditions but granting a motion for summary judgment because party had not set forth sufficient indicia of fraud

assistant: The best answer is E. recognizing the invalidity of releases under fraudulent conditions but granting a motion for summary judgment because party had not set forth sufficient indicia of fraud