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: are differences between sanctions under Rule 37(a) and substitution of counsel conditioned on payment of fees, the parallel considerations convince us that the Cunningham rationale applies here. Like Rule 37(a) sanctions, the present situation invokes concerns regarding finality, avoiding piecemeal appeals, and availability of effective appellate review.” Id. Cases from the First, Second, Third, and Fifth Circuits further support interpreting Cunningham as applying more broadly than to Rule 37(a) sanctions alone. The First Circuit recognized in Empresas Omajede, Inc. v. Bennazar-Zequeira, 213 F.3d 6, 9 n. 4 (1st Cir.2000), that Cunningham affirmed its precedents denying interlocutory appeals in the sanctions area. See, e.g., United States v. Kouri-Perez, 187 F.3d 1, 14 (1st Cir.1999) (<HOLDING>); Appeal of Licht & Semonoff 796 F.2d 564, 573 Options: A. holding district courts order postponing ruling on defendants qualified immunity defense was immediately appealable B. holding sanctions pursuant to rule 26g not immediately appealable C. holding sanctions order pursuant to district courts inherent powers not immediately appealable D. holding such denial to be an immediately appealable collateral final order E. holding an order of rule 37a sanctions against an attorney is immediately appealable under 1291

assistant: The best answer is C. holding sanctions order pursuant to district courts inherent powers not immediately appealable
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 Consulting Period and for a period of five years thereafter, to the fullest extent permitted by law, Consultant shall not make any statement that is disparaging or reflects negatively upon the Parent Company, Grand Design or its subsidiaries, or any of their officers, directors or employees, to, or that is likely to come to the attention of, (a) any customer, vendor, supplier, distributor or other trade related business relation of the Parent Company or Grand Design, (b) any employee of the Parent Company or Grand Design or their subsidiaries, or (c) any member of the media.

assistant: Non-Disparagement
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 Eleventh Amendment shall bind and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and assigns. This Eleventh Amendment may be executed in any number of counterparts, each of which shall be an original, but all of which shall constitute one instrument. Landlord and Tenant acknowledge and agree that the Landlord’s and Tenant’s covenants in the Lease as modified by this Eleventh Amendment are independent.

assistant: Miscellaneous
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 Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith (which gross negligence, willful misconduct or bad faith must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction). The Company agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability, suit, action, proceeding, judgment, claim, settlement, cost or expense (including reasonable counsel fees and expenses), incurred without gross negligence, willful misconduct or bad faith on the part of the Warrant Agent (which gross negligence, willful misconduct or bad faith must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction), for any action taken, suffered or omitted by the Warrant Agent in connection with the preparation, delivery, acceptance, administration, execution and amendment of this Agreement and the exercise and performance of its duties hereunder, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly. The Warrant Agent shall not be obligated to expend or risk its own funds to take any action which it believes would expose it to expense or liability or to a risk of incurring expense of liability, unless it has been furnished with assurance of repayment or indemnity satisfactory to it. No provision in this Agreement shall be construed to relieve the Warrant Agent from liability for its own gross negligence, willful misconduct or bad faith (which gross negligence, willful misconduct or bad faith must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction).

assistant: Indemnity
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 AGREE THAT ANY AND ALL DISPUTES ARISING OUT OF THE TERMS OF THIS AGREEMENT, THEIR INTERPRETATION, AND ANY OF THE MATTERS HEREIN RELEASED, SHALL BE SUBJECT TO ARBITRATION IN SAN FRANCISCO COUNTY, BEFORE JUDICIAL ARBITRATION & MEDIATION SERVICES (“ JAMS ”), PURSUANT TO ITS EMPLOYMENT ARBITRATION RULES & PROCEDURES (“ JAMS RULES ”). THE ARBITRATOR MAY GRANT INJUNCTIONS AND OTHER RELIEF IN SUCH DISPUTES. THE ARBITRATOR SHALL ADMINISTER AND CONDUCT ANY ARBITRATION IN ACCORDANCE WITH CALIFORNIA LAW, INCLUDING THE CALIFORNIA CODE OF CIVIL PROCEDURE, AND THE ARBITRATOR SHALL APPLY SUBSTANTIVE AND PROCEDURAL CALIFORNIA LAW TO ANY DISPUTE OR CLAIM, WITHOUT REFERENCE TO ANY CONFLICT-OF-LAW PROVISIONS OF ANY JURISDICTION. TO THE EXTENT THAT THE JAMS RULES CONFLICT WITH CALIFORNIA LAW, CALIFORNIA LAW SHALL TAKE PRECEDENCE. THE DECISION OF THE ARBITRATOR SHALL BE FINAL, CONCLUSIVE, AND BINDING ON THE PARTIES TO THE ARBITRATION. THE PARTIES AGREE THAT THE PREVAILING PARTY IN ANY ARBITRATION SHALL BE ENTITLED TO INJUNCTIVE RELIEF IN ANY COURT OF COMPETENT JURISDICTION TO ENFORCE THE ARBITRATION AWARD. THE PARTIES TO THE ARBITRATION SHALL EACH PAY AN EQUAL SHARE OF THE COSTS AND EXPENSES OF SUCH ARBITRATION, AND EACH PARTY SHALL SEPARATELY PAY FOR ITS RESPECTIVE COUNSEL FEES AND EXPENSES; PROVIDED, HOWEVER, THAT THE ARBITRATOR MAY AWARD REASONABLE ATTORNEYS’ FEES AND COSTS TO THE PREVAILING PARTY, EXCEPT AS PROHIBITED BY LAW. THE PARTIES HEREBY AGREE TO WAIVE THEIR RIGHT TO HAVE ANY DISPUTE BETWEEN THEM RESOLVED IN A COURT OF LAW BY A JUDGE OR JURY. NOTWITHSTANDING THE FOREGOING, THIS SECTION WILL NOT PREVENT EITHER PARTY FROM SEEKING INJUNCTIVE RELIEF (OR ANY OTHER PROVISIONAL REMEDY) FROM ANY COURT HAVING JURISDICTION OVER THE PARTIES AND THE SUBJECT MATTER OF THEIR DISPUTE RELATING TO THIS AGREEMENT AND THE AGREEMENTS INCORPORATED HEREIN BY REFERENCE. SHOULD ANY PART OF THE ARBITRATION AGREEMENT CONTAINED IN THIS PARAGRAPH CONFLICT WITH ANY OTHER ARBITRATION AGREEMENT BETWEEN THE PARTIES, THE PARTIES AGREE THAT THIS ARBITRATION AGREEMENT SHALL GOVERN.

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 case excerpt and choose the best holding from the options. Case excerpt: of proving the contrary is on the one attacking the sale.” Butler, 245 Md. at 453, 226 A.2d at 264. Determination of the precise amount of the debt, however, is reserved to examination of the auditor’s account. It is unnecessary — and incorrect — for the trial judge to rule upon the propriety of the debt amount prior to the audit or to depend upon the audit as a prerequisite to a consideration of the ratification of the sale. The correct procedure is that the ratification of the sale itself is first considered and if the sale was not procedurally irregular and the price is not unconscionable, it is ratified. Then, and only then, is the case first referred to the auditor for an audit. Exceptions to the audit may then be taken. See Pacific Mortgage, 81 Md.App. at 34, 566 A.2d at 783 (<HOLDING>). According to Maryland Rule 2-543, the Options: A. holding that it was error for the court to rule that the statement of mortgage debt was incorrect prior to submission of the auditors statement of account B. holding that a prior inconsistent statement was admissible and the defendant failed to ask for a limiting instruction that the jury could not use the statement as substantive evidence C. holding that in employees age discrimination suit against former employer supervisors statement to employee was not hearsay even though the statement was offered for its truth because the statement was an admission by a party opponent D. holding appellate argument that statement violated rule 404b was improper because it was the defendant who elicited the statement at trial E. holding that trial counsel was not ineffective when he failed to introduce defendants prior consistent statement statement was not admissible because it was made after defendant had been arrested clearly not a time when the effect of the statement could not have been foreseen

assistant: The best answer is A. holding that it was error for the court to rule that the statement of mortgage debt was incorrect prior to submission of the auditors statement of account
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: Side Hustlers gang); see also United States v. Lava, 181 F.3d 183, 190 (1st Cir.1999) (explaining “[m]embers of the Latin Kings signal their affiliation by sporting beads and other accouterments (including tattoos) in the gang’s colors-black and gold”); United States v. Bethal, 245 Fed.Appx. 460, 475-76 (6th Cir.2007) (McKeague, J., dissenting) (noting gangs use particular colors and symbols to create a group identity and rely on permanent markings, such as tattoos, to indicate gang membership). The government further established, through expert witness testimony, only active Latin Kings members can wear the gang’s colors and display the teardrop tattoo, which one earns by committing a violent crime on behalf of the gang. See United States v. Sparks, 949 F.2d 1023, 1026 (8th Cir.1991) (<HOLDING>). Moreover, although denying an affiliation Options: A. holding that active participation in a criminal street gang means that there is a relationship between the defendant and the gang that is more than nominal passive inactive or purely technical and that defendant must devote all or a substantial part of his time and efforts to the gang B. holding the district court properly admitted expert testimony on defendants active gang membership C. holding that evidence of gang involvement was properly admitted to prove motive for participating in the alleged crimes D. holding appellate counsel did not provide ineffective assistance of counsel by failing to appeal district courts decision to admit evidence that defendant was a member of a gang because gang membership was relevant to show motive and intent E. holding that the district court properly admitted expert testimony to interpret contract provisions having a specialized meaning in the railroad industry

assistant: The best answer is B. holding the district court properly admitted expert testimony on defendants active gang membership
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: witnesses. Lewis claims that it was error for the trial court to allow the investigating officer’s testimony that Lewis became the target of the investigation after he interviewed the two non-testifying witnesses. He further contends this was inadmissible hearsay, and its admission was harmful and prejudicial. The State argues that the officer’s testimony referred only to the lead supplied by the testifying victims of the crimes, and it was defense counsel who revealed the names of the non-testifying witnesses from the scene during cross-examination of the officer. As such, the State argues any error was invited and harmless. This Court has held that testimony similar to that elicited in this case is inadmissible hearsay. See Cedillo v. State, 949 So.2d 339, 341 (Fla. 4th DCA 2007) (<HOLDING>). Here, the investigating officer testified on Options: A. holding that the rejection of the exculpatory hearsay testimony of a government witness was in error particularly in view that accusatory hearsay was admitted B. holding that testimonial hearsay statements of a witness who does not appear at trial are inadmissible under the confrontation clause of the sixth amendment unless the witness is unavailable to testify and the defendant has had a prior opportunity to crossexamine the witness C. holding that police officers testimony indicating he developed the defendant as a suspect after speaking with a nontestifying witness implied that the witness made accusatory statements against defendant and therefore was inadmissible hearsay D. holding that witness statements in police report inadmissible E. holding that promises made by the prosecution to a witness in exchange for that witness testimony relate directly to the credibility of the witness

assistant: The best answer is C. holding that police officers testimony indicating he developed the defendant as a suspect after speaking with a nontestifying witness implied that the witness made accusatory statements against defendant and therefore was inadmissible hearsay
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 Parent Borrower, by signing below, hereby waives and releases Administrative Agent and each of the Lenders and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims, in each case arising on or prior to the date of this Amendment, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto.

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: federal statute. See S Cal.App.3d 1365, 245 Cal.Rptr. 585, 588 (1988) (noting that State did not introduce any evidence regarding the purpose behind monitoring defendant's statements spoken in an interview in answer to defendant's contention that his statements were protected unless monitored for institutional security purposes). See generally U.S. v. Hearst, 9th Cir., 563 F.2d 1331, 1345-46 (1977), reh’g denied, 9th Cir., 573 F.2d 579 (1978), cert. denied, 435 U.S. 1000, 98 S.Ct. 1656, 56 L.Ed.2d 90 (1978) (finding that surreptitiously recording conversations between prisoner and visitor does not violate prisoner’s right to privacy when confronted with state's "justifiable purpose of imprisonment or prison security"); State v. Hauss, App., 142 Ariz. 159, 688 P.2d 1051, 1054-55 (1984) (<HOLDING>); People v. Gallego, Cal. Supr ., 52 Cal.3d Options: A. holding that taking an individual who was not suspected of any crime to a police station and into an interview room and detaining her for approximately four hours where it was made clear she was not free to leave violated the fourth amendment B. holding that in this case where police were concerned that while couple was in an interview room they would pass a weapon discuss escape plans or destroy evidence once the government established that its intrusion was for a justifiable purpose of imprisonment or prison security the fourth amendment question was essentially resolved in its favor C. holding that even if an agreement that title would pass once financing was obtained the most a creditor could claim was a security interest once the good was delivered D. holding that where an individual voluntarily goes to the police station to discuss the commission of a crime that person has not been seized within the meaning of the fourth amendment E. holding that public safety exception applies if and only if two conditions are satisfied 1 that the defendant might have or recently have had a weapon and 2 that someone other than police might gain access to that weapon and inflict harm with it and that while second prong would not apply for instance if the police entered a defendants room handcuffed him and placed him on a chair in the hallway outside his room it might apply if defendant was unrestrained and had turned back into his room to retrieve his identification when questioned by the police

assistant: The best answer is B. holding that in this case where police were concerned that while couple was in an interview room they would pass a weapon discuss escape plans or destroy evidence once the government established that its intrusion was for a justifiable purpose of imprisonment or prison security the fourth amendment question was essentially resolved in its favor
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company and any subsidiary that is a significant subsidiary (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (each, a “ Subsidiary ”, collectively, the “ Subsidiaries ”), are duly organized, validly existing and in good standing (to the extent that the concept of good standing exists in its jurisdiction of incorporation) under the laws of their respective jurisdictions of organization. The Company and the Subsidiaries are duly licensed or qualified as a foreign corporation for transaction of business and in good standing (to the extent that the concept of good standing exists in its jurisdiction of incorporation) under the laws of each other jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such license or qualification, and have the corporate power and authority necessary to own or hold their respective properties and to conduct their respective businesses as described in the Registration Statement and the Prospectus, except where the failure to be so qualified or in good standing or have such power or authority would not, individually or in the aggregate, have a material adverse effect on the assets, business, operations, earnings, properties, condition (financial or otherwise), prospects, stockholders’ equity or results of operations of the Company and the Subsidiaries taken as a whole, or prevent the consummation of the transactions contemplated hereby (a “ Material Adverse Effect ”).

assistant: Organizations
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 or other proceedings at law or in equity by or before any arbitrator or arbitration panel, or any Governmental Authority (including, but not limited to, matters relating to environmental liability) or any investigation by any Governmental Authority of the affairs of, or to the best of each Credit Party’s knowledge, threatened action, suit or other proceeding against any Credit Party or of any of their respective properties or rights which either (A) if adversely determined, would reasonably be expected to have a Material Adverse Effect or (B) exists on the Closing Date (or on the date of any Credit Extension after the Closing Date to the extent that the applicable action, suit, proceeding or investigation is brought by the Borrower or any of its subsidiaries) and challenges any Credit Party’s right or power to enter into or perform any of its obligations under the Fundamental Documents to which it is a party, or the validity or enforceability of any Fundamental Document or any action taken thereunder. No Credit Party is in default with respect to any order, writ, injunction, decree, rule or regulation of any Governmental Authority binding upon such Person, which default would reasonably be expected to have 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 legal provision and list the applicable contract clause categories. Provision: Subject to the other provisions of this Agreement, Shipper shall pay Gatherer each Month in accordance with the terms of this Agreement, for all Services provided by Gatherer during such Month, an amount equal to the sum of the fees (collectively, the “ Fees ”) set forth on Exhibit K .

assistant: Fees
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: wi 413 F.3d 786, 788 (8th Cir.2005) (“This court ... follows the Second Circuit’s approach.”). Three other circuits, the Third, Seventh, and Ninth, have adopted the “scope” test. They hold that unless the parties indicate otherwise, disputes over a side agreement are arbitrable if the subject matter of the side agreement is within the scope of the CBA’s arbitration clause. See, e.g., L.O. Koven & Bro., Inc. v. Local Union No. 5767, United Steelworkers, 381 F.2d 196, 204-05 (3d Cir.1967) (concluding that a dispute over a side agreement that was silent as to arbitrability was governed by the CBA’s arbitration clause because the underlying subject was one “ordinarily a matter for consideration by an arbitrator” under the CBA); Niro v. Feam Int’l, Inc., 827 F.2d 173, 175 (7th Cir.1987) (<HOLDING>); Dutra Group, 279 F.3d at 1080 (holding that Options: A. holding that unfair competition claims are arbitrable B. holding that a settlement agreement is an arbitrable subject when the underlying dispute is arbitrable C. holding that the nonarbitrable fraud claims had to be stayed pending resolution of the arbitrable issue because the fraud claims depended upon the arbitrable issues D. holding that the plain language of the parties contract which limited the cases eligible for submission to arbitration rendered the underlying dispute not arbitrable E. holding that claims under the securities act of 1933 are arbitrable

assistant: The best answer is B. holding that a settlement agreement is an arbitrable subject when the underlying dispute is arbitrable
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 notices to be given hereunder by either party to the other may be given either by personal delivery in writing or by electronic mail, read receipt encoded, or mail, registered or certified, postage prepaid with return receipt requested and shall be addressed to the parties at the addresses provided by the other, but each party may change the address by written notice in accordance with the paragraph. Notices delivered personally will be deemed communicated as of two (2) business days after mailing. Electronic notices shall be deemed communicated the earlier of the date the sender received acceptance of a read receipt, or two days after sending the electronic notice.

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: This Agreement and the other Loan Documents represent the entire agreement of the Granting Parties, the U.S. ABL Collateral Agent, the Administrative Agent and the other Secured Parties with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Granting Parties, the U.S. ABL Collateral Agent or any other Secured Party relative to subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.

assistant: Integration
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: Talent represents that the services hereunder shall not be subject to SAG, AFTRA or any other entertainment guild contract of which Talent is now, has been, or will be in the future, bound to and that this Agreement is not in conflict with any contract Talent is bound.

assistant: Fees
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 uncertainty or ambiguity herein shall be construed or resolved against the Secured Party or Obligors, whether under any rule of construction or otherwise. This Agreement shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the parties.

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: doubt that the plaintiffs can prove no set of facts in support of their claim that would entitle them to relief. Conley v. Gibson, 355 U.S. 41, 45-46, 78 S.Ct. 99, 2 L.Ed.2d 80 (1957). The parties agree that the case is governed by Virginia law. Count I of the plaintiffs’ amended complaint sets forth a claim for negligence. The plaintiffs contend that Bank of America negligently failed to place a hold on the funds in the Authorized Auto account. Under Virginia law, there can be no actionable negligence where there is no legal duty to exercise care. Deem v. Charles E. Smith Management, Inc., 799 F.2d 944, 945 (4th Cir.1986). The plaintiffs acknowledge that a bank ordinarily owes no duty of care to a noncustomer. See Eisenberg v. Wachovia Bank, N.A., 301 F.3d 220, 226-227 (4th Cir.2002) (<HOLDING>). The plaintiffs also acknowledge that, absent Options: A. holding that a bank owed no duty of care to a noncustomer who was defrauded by a bank depositer since the bank had no direct relationship with the noncustomer B. holding successor national bank liable for punitive damages judgment against bank that merged into successor national bank C. holding that a bank receiving a check because of a encoding error is not a collecting bank D. holding that a bank customer did not have a reasonable expectation of privacy in records maintained by the bank E. holding that a plaintiff who alleged that bank of america was responsible and liable for the actions of countrywide and who pled no facts beyond the purchase of countrywide by bank of america had failed to plead sufficient facts to support a claim against the bank

assistant: The best answer is A. holding that a bank owed no duty of care to a noncustomer who was defrauded by a bank depositer since the bank had no direct relationship with the noncustomer
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: id. § 203(d) (employer). This expansive reading of a nearly identical term from the FLSA suggests that “governmental plans” constitute a type of “employee, welfare benefit plans” under ERISA and, thus, under the ACA as well. At the very least, Cunningham demonstrates why resorting to cases interpreting isolated phrases from unrelated legislation offers limited help to the task at hand. . ' Finally, and' notwithstanding the fact that the text and structure of ERISA show that “governmental plans” constitute a type of “employee welfare benefit plan,” the State cites several cases standing for a presumption that the term “person” does not include the sovereign. See, e.g., Vt. Agency of Natural Res. v. United States ex rel. Stevens, 529 U.S. 765, 780, 120 S.Ct. 1858, 146 L.Ed.2d 836 (2000) (<HOLDING>); Will v. Mich. Dep’t of State Police, 491 U.S. Options: A. holding a suit against an agency of the state is a suit against the state B. holding that a state agency is not a person subject to suit under federal false claims act C. holding that the state police is a state agency D. holding that a state or agency is not a person subject to qui tam liability under the false claims act E. holding that the provisions of the false claims act allowing suit imposing liability on any person who presented false claims to the federal government did not allow suits against state governments

assistant: The best answer is B. holding that a state agency is not a person subject to suit under federal false claims act
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: Deliver to the Agent, in form and detail satisfactory to the Agent and the Required Lenders with sufficient copies for each Lender, within ten Business Days of the filing thereof with the SEC, a copy of (i) each registration statement filed under the Securities Act of 1933, (ii) each Form 10-Q and Form 10-K (in each case including exhibits) filed by the Borrower with the SEC under the Securities Exchange Act of 1934, as amended, accompanied by a compliance certificate with an attached schedule of calculations (in the form attached hereto as Schedule 6.2) demonstrating compliance with the Section 7.1 and 7.2 financial covenants, and (iii) each Form 8-K (with exhibits) and proxy statement filed by the Borrower with the SEC under the Securities Exchange Act of 1934, as amended; and, in the event the Borrower requests an extension of any such filing from the SEC, promptly (but not later than the second Business Day following the filing of such request) deliver a copy of such request to the Agent.

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: Filed July 2, 2015. 1 . In its Petition, KneX also claims an interest as a secured creditor of Belcorp in property represented by invoices for items it supplied. (Pet. for Adjud. of Int. in Prop'. Forfeited & Req. for Hr’g ¶ 11, ECF No. 435.) Additionally, KneX asserts in its Petition that the invoiced items or their proceeds are, not forfei-table for various reasons. (Id. ¶ 12.) These claims were not discussed in the magistrate judge’s Report and Recommendation, Moreover, KneX’s failure to supply a transcript of the hearing before the magistrate judge makes it unclear if these issues were raised at that time. Regardless, KneX has not raised any objection based on these arguments; therefore, I will consider them waived. See United States v. Midgette, 478 F.3d 616, 621-22 (4th Cir.2007) (<HOLDING>). 1 . KneX’s Claim previously was dismissed by Options: A. holding that objections must focus on specific issues in part because a district court is not responsible for reviewing every issue considered by a magistrate judge B. holding that a question that is not raised or passed upon in the lower court cannot be considered by a reviewing court C. holding that because generic objections do not afford a sentencing court sufficient notice such objections are inadequate to preserve specific claims of sentencing error D. holding that a party waived its objections on appeal to an affidavit presented in support of a motion for summary judgment by failing to raise its objections to the trial court E. holding that issue is preserved if the objections at the trial were sufficiently specific to notify the trial court at the time of the nature and character of the objections and the reasons for them

assistant: The best answer is A. holding that objections must focus on specific issues in part because a district court is not responsible for reviewing every issue considered by a magistrate judge
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 Employer hereby employs the Employee, and the Employee hereby accepts his continued employment by the Employer, subject to and upon the terms and conditions set forth herein. The Employee shall be an “at-will” employee, subject to the terms and provisions of this Agreement.

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: This Guaranty shall remain in full force and effect with respect to each Guarantor until indefeasible payment in full of the Guarantied Obligations and the termination or cancellation of all Loan Documents in accordance with their respective terms.

assistant: Terminations
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 Bankruptcy Code indicates that the existence of the automatic stay is not a prerequisite to the confirmation of a firm a plan in the absence of a stay, confirmation of a Chapter 13 plan may prevent a creditor, who obtained relief from the automatic stay prior to confirmation, from exercising state law rights after confirmation to the extent that the provisions of a confirmed Chapter 13 plan conflict with and/or replace the creditor’s pre-confirmation rights. See 11 U.S.C. § 1327(a) (“The provisions of a confirmed plan bind the debtor and each creditor, whether or not the claim of such creditor is provided for by the plan, and whether or not such creditor has objected to, has accepted, or has rejected the plan.”). See also, In re Kurtzahn, 342 B.R. 581, 585-87 (Bankr.D.Minn.2006) (<HOLDING>); In re Sullivan, 321 B.R. 306, 308 Options: A. holding that although the automatic stay only applies to proceedings against the debtor counterclaims seeking affirmative relief against a debtor implicate the automatic stay B. recognizing that when a creditor does not receive adequate notice the creditor is not bound by the confirmation order C. holding in the instant case although creditor obtained relief from the automatic stay it failed to object or appeal from the confirmation order accordingly creditor is bound by the confirmation order D. holding that the automatic stay terminates as to the debtor personally and as to his nonestate property but that the stay persists as to property of the bankruptcy estate E. holding in a post reform act case where the automatic stay terminated pursuant to 362c3a but the debtor obtained confirmation that cjonfirmation thus bound creditor to its due under the plans terms and not according to its prepetition contractual expectanciesand any previouslyeffective termination of the stay as it had applied to creditor did not affect that

assistant: The best answer is E. holding in a post reform act case where the automatic stay terminated pursuant to 362c3a but the debtor obtained confirmation that cjonfirmation thus bound creditor to its due under the plans terms and not according to its prepetition contractual expectanciesand any previouslyeffective termination of the stay as it had applied to creditor did not affect that
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 representations and warranties made in this Agreement or made in any document delivered pursuant to this Agreement by or on behalf of any Party shall survive the execution and delivery of this Agreement and the Closing, regardless of notice of or any investigation or right of investigation made prior to or after the date of this Agreement by or on behalf of any party, and shall terminate and expire two (2) years following the Closing Date (the “Survival Date”), after which date they shall be of no further force or effect. No claim for a breach of any representation or warranties made in this Agreement may be brought after the Survival Date, except for a claim for which a written notice, reasonably detailing the basis therefor, shall have been delivered to the breaching party prior to the Survival Date; provided, that the Survival Date shall not apply to any covenant or obligation of a party to be performed following Closing pursuant to the express terms hereof.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: be considered a mere instrumentality of a parent corporation, there must be: (1) control of the parent over the subsidiary “to the degree that it is a mere instrumentality.” (2) parent committed fraud or this record, the requirement to remit payments to AIG, if anything, would make AIG an agent of National Union for payment purposes only; it would not make AIG a principal for purposes of litigation. As AIG, under the facts of this record, could not bind National Union or compel Cornerstone to arbitrate pursuant to the arbitration clause in the contract between Cornerstone and National Union, neither could it have waived National Union’s rights to arbitration pursuant to that clause. See, e.g., Post Tensioned Eng’g Corp. v. Fairways Plaza Assocs., 412 So.2d 871, 874 (Fla. 3d DCA 1982) (<HOLDING>). The circuit court erred, therefore, in Options: A. holding that a waiver of right occurs only when one in possession of a right with full knowledge of the material facts does or forebears the doing of something inconsistent with the exercise of the right B. holding that for an act to be inconsistent with the right to arbitrate and thus constitute a waiver of that right it must repudiate the right of the party who does the act C. holding right to testify was federal constitutional right D. holding a waiver of a substantial constitutional right must be a voluntary knowing and intelligent act E. holding that treating a defendants failure to appear as a waiver not only of the right to be present but of the right to have a hearing on the motion was error

assistant: The best answer is B. holding that for an act to be inconsistent with the right to arbitrate and thus constitute a waiver of that right it must repudiate the right of the party who does the act
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company and the Indemnitee each hereby irrevocably consent to the jurisdiction of the Court of Chancery of the State of Delaware for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement.

assistant: Consent To Jurisdiction
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 for such matters as have not had and would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, there is no (a) Proceeding pending, or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries or (b) judgment, decree, injunction, ruling or order of any Governmental Entity or arbitrator outstanding against the Company or any of its Subsidiaries. To the knowledge of the Company, as of the date hereof, no officer or director of the Company or any of its Subsidiaries is a defendant in any material Proceeding in connection with his or her status as an officer or director of the Company or any Subsidiary of the Company. There is no judgment, settlement, order, decision, direction, writ, injunction, decree, stipulation or legal or arbitration award of, or promulgated or issued by, any Governmental Entity against or with respect to the Company or any of its Subsidiaries in effect to which any of the Company or any of its Subsidiaries is a party or subject that materially interferes with, or would be reasonably likely to materially interfere with, the business of the Company or any of its Subsidiaries as currently conducted.

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: Employees of each Party, other than its nominated committee or team representatives, may attend meetings of the JSC, JDC, JCC or JPT as applicable, as non-voting participants. A Party’s consultants and advisors involved in a POC Plan or Co-Development Plan may attend meetings of the JSC, JDC, JCC or JPT as non-voting observers; provided that such consultants and advisors are under obligations of confidentiality and non-use applicable to the Confidential Information of the other Party as required by Clause 13.3(e). Each Party shall be responsible for all of its own expenses of participating in the JSC, JDC, JCC or JPT. In addition each Party may nominate the same individuals as representatives on multiple committees.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you also acknowledge that the service content license granted to linden lab with respect to your content will survive any such termination solely as follows to permit linden lab : ( i ) to retain server copies of particular instances of your content , including copies stored in connection with back-up , debugging , and testing procedures ; and ( ii ) to enable the exercise of the licenses granted in this section 2 for any other copies or instances of the same content that you have not specifically deleted from the service , including those that may be displayed elsewhere through the service or exist in other users ' account inventories .

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: on April 30, 2008. While rule 3.800(a) requires a defendant to identify records that show the sentence is illegal, rule 3.850 allows a defendant to state a sufficient claim through sworn allegations, and if the claim is sufficient, the defendant can build a record through an evidentiary hearing. Thus, we find the current motion is not procedurally barred. In addition, the present motion raises a slightly different claim. The rule 3.800(a) motion filed by counsel sought 508 days of credit for time served in a Miami jail from the date of a Broward detainer; whereas, the instant rule 3.850 motion seeks 483 days of credit from the date of the arrest on the Broward fugitive warrant as reflected in the Miami arrest affidavit. See Martinez v. State, 940 So.2d 1277, 1279 (Fla. 4th DCA 2006) (<HOLDING>). Because the instant motion is not Options: A. holding that both saline county and grant county had jurisdiction to try the appellant for murder where the actual killing occurred in one county but the acts requisite to the consummation of the murder and the subsequent disposal of the body occurred in the other county B. holding that the grant county prosecutor had a statutory duty to be legal advisor to the county clerk even though she was not embroiled in litigation in which the county was the real party in interest C. recognizing county officers as those whose general authority and jurisdiction are confined within the limits of the county in which they are appointed who are appointed in and for a particular county and whose duties apply only to that county and through whom the county performs its usual political functions D. holding county clerk sued in official capacity was entitled to the immunity the county enjoyed E. holding that if defendant was actually arrested in dade county on the broward county warrant he could be entitled to credit in one of two circumstances

assistant: The best answer is E. holding that if defendant was actually arrested in dade county on the broward county warrant he could be entitled to credit in one of two circumstances