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: a standard of review, the government did not know what its burden would be. Like the district court, it proceeded on the assumption that the highest standard of scrutiny applied and then relied almost entirely on conclusory reasoning by analogy from Heller’s reference to the “presumptive” constitutionality of felon-dispossession laws. That was a mistake, for the reasons we have explained. In any event, our discussion here of the appropriate standard of review should provide guidance for the proceedings on remand. Before closing, we offer a few additional observations to help those proceedings along. Intermediate scrutiny tolerates laws that are somewhat overinclusive. See, e.g., Fox, 492 U.S. at 480, 109 S.Ct. 3028; Anheuser-Busch, Inc. v. Schmoke, 101 F.3d 325, 327-28 (4th Cir.1996) (<HOLDING>). How much is too much is hard to say; it Options: A. holding that appropriate standard of review regarding campaign finance disclosure laws is intermediate not strict scrutiny B. holding that the commonlaw distinction between governmental and proprietary acts known as the proprietarygovernmental dichotomyapplies in the contractclaims context just as it does in the tort claims context C. recognizing that intermediate scrutiny in the commercialspeech context allows some latitude between the regulation and the governmental objective D. holding that some form of heightened constitutional scrutiny applies E. recognizing a hearing officers latitude in making credibility calls

assistant: The best answer is C. recognizing that intermediate scrutiny in the commercialspeech context allows some latitude between the regulation and the governmental objective
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 may execute this Agreement in counterparts (including by means of facsimile and electronic transmission in portable document format (PDF)). Each executed counterpart of this Agreement will constitute an original document, and all of them, together, will constitute the same agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: person commits the crime of kidnapping in the second degree if, with intent to interfere substantially with another’s personal liberty, and without consent or legal authority, the person: (a) Takes the person from one place to another____ Or.Rev.Stat. § 163.225(l)(a). The term “without consent” is defined to mean, “the taking or confinement is accomplished by force, threat or deception.” Or.Rev.Stat. § 163.215(1). Because second-degree kidnapping as defined by Oregon Revised Statute section 163.225 may be committed by deception, rather than by force, it does not qualify as a “crime of violence” under U.S.S.G. § 4B1.2(l)(i). We must therefore determine whether second-degree kidnapping is a crime “that presents a serious potential risk of physical injury to another.” U.S.S.G th Cir.1994) (<HOLDING>); United States v. Patino, 962 F.2d 263, 267 Options: A. holding that kidnapping is a crime of violence which necessarily involves the threatened use of physical force under 18 usc 924 B. holding that kidnapping involves a serious potential risk of physical injury to the kidnapped person C. holding that kidnapping is a crime of violence which involves a serious potential risk of injury under 18 usc 924 D. holding that attempted burglary under florida law qualified as a crime of violence under the armed career criminal act 18 usc 924e2biihereinafter acca because it involves conduct that presents a serious potential risk of physical injury to another E. holding that the potential for violence against the victim is an inherent aspect of the crime of kidnapping under 18 usc 924

assistant: The best answer is C. holding that kidnapping is a crime of violence which involves a serious potential risk of injury under 18 usc 924
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’s obligation to pay or provide any benefits to the Executive following termination (other than in the event of death pursuant to Section 4.2) is expressly subject to the requirement that (i) the Executive execute the release in the form attached hereto as Exhibit B (the “Release”) prior to the 60 th day following Executive’s termination of employment, and (ii) any revocation period for the Release shall have expired prior to the 60 th day following Executive’s termination of employment without Executive having breached or revoked the Release. In the event that the Executive does not sign the Release, or signs and later revokes the Release, all of the Company’s obligations to make payments and provide benefits under this Agreement will terminate in full, and the Executive understands and agrees that he will not be entitled to any severance benefits in connection with his termination of employment.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of this Note. THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY WAIVE ANY RIGHT SUCH PARTY MAY HAVE TO, AND AGREE NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each party’s obligations under this Section 2.13 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Revolving Commitments and the repayment, satisfaction or discharge of all obligations under any Credit Document.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Acer and Key Employee understand and expressly agree that this Agreement shall bind and benefit the heirs, partners, successors, employees, directors, stockholders, officers, attorneys, affiliates, predecessors, representatives and assigns of Acer and Key Employee.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: in which his impartiality might reasonably be questioned.” We find it unnecessary to resolve the recusal question presented here, however, because recusal error, if any occurred, was harmless. See Liljeberg v. Health Servs. Acquisition Corp., 486 U.S. 847, 862, 108 S.Ct. 2194, 100 L.Ed.2d 855 (1988) (noting that “there is surely room for harmless error” in the recusal context because “[tjhere need not be a draconian remedy for every violation of § 455(a)”). Although we apply the harmless-error doctrine with great caution, we are convinced it applies in this case given the inescapable legal conclusion that the parties reached an enforceable oral settlement agreement. See Morgan v. Money, No. 99-3251, 210 F.3d 372, 2000 WL 178421, at *2 (6th Cir.2000) (unpublished table decision) (<HOLDING>). Accordingly, we decline to determine whether Options: A. holding that we review factual findings underlying a decision to apply a sentencing enhancement for clear error and give due deference to the district courts application of the guidelines to the facts B. holding that a district courts determination as to the applicability of a privilege is reviewed for clear error C. holding that district court error was not clear error in denying petition for mandamus D. holding that district court error was not clear error because no prior ninth circuit authority prohibited the course taken by the district court E. holding that district judges failure to recuse was harmless error where the underlying question was patently clear and so there was no need to vacate the district courts decision and to remand to another district court judge to make the same clear determination

assistant: The best answer is E. holding that district judges failure to recuse was harmless error where the underlying question was patently clear and so there was no need to vacate the district courts decision and to remand to another district court judge to make the same clear determination
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: Both before and after giving effect to (a) the issue and sale of the Notes on the Closing Date, (b) the disbursement of the proceeds of such issue and sale to or as directed by the Company, (c) the consummation of the Transaction and (d) the payment and accrual of all transaction costs in connection with the foregoing, the Company and its Subsidiaries, on a consolidated basis, are Solvent.

assistant: Solvency
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: him or is exposed to the risk of double jeopardy.’ ” United States v. Hamilton, 992 F.2d 1126, 1130 (10th Cir.1993) (quoting Hunter v. New Mexico, 916 F.2d 595, 599 (10th Cir.1990)). Neither situation is applicable here. First, Mr. Ciocchetti received adequate notice that the veracity of the Merrill Lynch account statement was at issue — it was listed in the Indictment under another charge, and Mr. Ciocchetti defended against it at trial. See United States v. Boston, 718 F.2d 1511, 1516 (10th Cir.1983) (“We ... believe that Boston had ample notice from the indictment of the acts for which he was to be tried. The convictions were not based on facts outside the scope of the indictment [as a whole] .... ” (citation omitted)); United States v. Tomasetta, 429 F.2d 978, 979 (1st Cir.1970) (<HOLDING>); see also United States v. Winters, 210 F.3d Options: A. holding appellate courts must consider the trial courts jury charge as a whole B. recognizing that the question is whether the indictment as a whole conveys sufficient information to properly identify the conduct relied upon by the grand jury in preferring the charge emphasis added C. holding that whether a jury charge comments on weight of evidence is determined by looking at the jury charge as a whole not isolated statements D. holding that the trial court erred in denying the defendants motion in arrest of judgment when the indictment lacked a material element and it was not apparent that the grand jury based the indictment on facts that satisfy this element of the crime and that the only permissible cure was to send the matter back to the grand jury E. holding that in determining whether constructive indictment occurred court must look at the allegedly erroneous instruction in context of the charge as a whole

assistant: The best answer is B. recognizing that the question is whether the indictment as a whole conveys sufficient information to properly identify the conduct relied upon by the grand jury in preferring the charge emphasis added
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed and delivered shall be deemed to be an original. All such counterparts, taken together, shall constitute but one and the same Agreement. This Agreement shall become effective upon the execution of a counterpart of this Agreement by each of the parties hereto.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: solicitude for this reasonableness requirement must be shown here because physical confinement, whether criminal or civil, implicates a “fundamental liberty interest” and because the length of the confinement is potentially unlimited. As the Supreme Court commented in Zadvydas: A statute permitting indefinite detention of an alien would raise a serious constitutional problem. The Fifth Amendment’s Due Process Clause forbids the Government to “depriv[e]” any “person ... of ... liberty ... without due process of law.” F and should be conditioned on any of the various forms of supervised release that are appropriate in the circumstances ....” Zadvydas, 533 U.S. at 700, 121 S.Ct. 2491 (emphasis added). Cf. United States ex rel. Pirinsky v. Shaughnessy, 177 F.2d 708, 709 (2d Cir.1949) (<HOLDING>). The Zadvydas Court was troubled by the Options: A. holding that the exclusionary rule does not apply to civil deportation proceedings and noting the rules incompatibility with the streamlined administrative nature of such proceedings B. holding no jurisdiction to review order raising amount of bail and questioning jurisdiction to review denial of motion to reduce bond C. holding that pursuant to 8 usc 1252c the attorney general has the exclusive discretionary authority to release on bail an alien not illegally detained pending a motion to reopen the deportation proceedings subject to review by a district court D. holding that res judicata applies in deportation proceedings E. holding that bail of 25000 for an immigrant in deportation proceedings was unreasonable and noting that the amount of bail in each case must be individual as to the amount reasonably designed to insure the aliens necessary attendance upon the proceedings

assistant: The best answer is E. holding that bail of 25000 for an immigrant in deportation proceedings was unreasonable and noting that the amount of bail in each case must be individual as to the amount reasonably designed to insure the aliens necessary attendance upon the proceedings
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 and the Company agree that the covenants contained in Sections 10, 11, 12 and 13 are reasonable under the circumstances, and further agree that if in the opinion of any court of competent jurisdiction any such covenant is not reasonable in any respect, such court will have the right, power and authority to sever or modify any provision or provisions of such covenants as to the court will appear not reasonable and to enforce the remainder of the covenants as so amended. The Executive acknowledges and agrees that the remedy at law available to the Company for breach of any of the Executive’s obligations under Sections 10, 11, 12 and 13 would be inadequate and that damages flowing from such a breach may not readily be susceptible to being measured in monetary terms. Accordingly, the Executive acknowledges, consents and agrees that, in addition to any other rights or remedies that the Company may have at law, in equity or under this Agreement, upon adequate proof of the Executive’s violation of any such provision of this Agreement, the Company will be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach, without the necessity of proof of actual damage. Without limiting the applicability of this Section 14 or in any way affecting the right of the Company to seek equitable remedies hereunder, in the event that the Executive breaches any of the provisions of Sections 10, 11, 12 or 13 or engages in any activity that would constitute a breach save for the Executive’s action being in a state where any of the provisions of Sections 10, 11, 12, 13 or this Section 14 is not enforceable as a matter of law, then the Company’s obligation to pay any remaining severance compensation and benefits that has not already been paid to Executive pursuant to Section 9 shall be terminated and within ten days of notice of such termination of payment, the Executive shall return all severance compensation and the value of such benefits, or profits derived or received from such benefits.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The execution, delivery and performance by the Company of the Transaction Documents to which it is a party and the consummation by the Company of the transactions contemplated hereby or thereby (including, without limitation, the issuance of the Shares hereunder) do not and will not (i) conflict with or violate any provisions of the Articles of Incorporation, Bylaws, the certificate or articles of incorporation of any Subsidiary, the bylaws of any Subsidiary or otherwise result in a violation of the organizational documents of the Company or any Subsidiary, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would result in a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any Material Contract, or (iii) subject to receipt of the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company is subject (including federal and state securities laws and the rules and regulations thereunder, assuming the correctness of the representations and warranties made by the Purchasers herein, of any self-regulatory organization to which the Company or its securities are subject, including all applicable Trading Markets), or by which any property or asset of the Company is bound or affected, except in the case of clauses (ii) and (iii) such as would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: From and after the Closing, TSQ shall, and shall cause its Affiliates to, hold, and shall use its commercially reasonable efforts to cause its or their respective representatives to hold, in confidence any and all information, whether written or oral, concerning the NAME Group; provided, however, TSQ may disclose such information to its lawyers and other professional advisors in connection with the enforcement of the terms of this Agreement. From and after the Closing, the NAME Group shall, and shall cause its Affiliates to, hold, and shall use its commercially reasonable efforts to cause its or their respective representatives to hold, in confidence any and all information, whether written or oral, concerning TSQ and the Parent (but excluding any information related to the NAME Group); provided, however, the NAME Group may disclose such information to its lawyers and other professional advisors in connection with the enforcement of the terms of this Agreement. If any such receiving party is compelled to disclose any information by judicial or administrative process or by other requirements of Law, such party shall promptly notify the disclosing party in writing (if legally permissible) and shall disclose only that portion of such information which such party is advised by its counsel in writing is legally required to be disclosed, provided that such party shall use commercially reasonable efforts (at the disclosing party’s sole cost and expense) to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of Seller and Guarantor has all requisite corporate or other power, and has all governmental licenses, authorizations, consents and approvals necessary to own its assets and carry on its business as now being or as proposed to be conducted, except where the lack of such licenses, authorizations, consents and approvals would not be reasonably likely to have a Material Adverse Effect with respect to Seller, Guarantor or any Affiliate.

assistant: Powers
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: please read the microsoft privacy statement ( the `` privacy statement '' ) as it describes the types of data we collect from you and your devices ( `` data '' ) and how we use your data .

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: N.E.2d at 1343. Similarly, we find that the injury sustained by the purchasers in the instant case was temporary and that the reasonable cost of repair is the fair and adequate measure of damages. See id. The evidence, by Krysevig’s testimony, indicated that it would cost $86,248 to bring the campground in compliance with the National Electric Code and to essentially cure the defect. By deciding to reduce the purchase price of the campground by the amount of Krysevig’s estimate, the trial court inherently concluded that Krysevig’s estimate was reasonable. Because the judgment is supported by evidence from the record, we cannot say that the trial court’s decision is clearly erroneous. See DeHaan, 572 N.E.2d at 1320; cf. Coffey v. Wininger, 156 Ind.App. 233, 296 N.E.2d 154, 162 (1973) (<HOLDING>). Therefore, we hold that the trial court Options: A. holding that congress has drawn reasonable inferences based on substantial evidence when it had before it evidence including some memory surveys B. holding that there was no evidence or inferences to be drawn from the evidence to support the damage award C. holding merely that the evidence was sufficient to support the award of attorneys fees D. holding that in reviewing sufficiency of evidence in juvenile adjudication the appellate court considers the evidence most favorable to the judgment and the reasonable inferences drawn therefrom and affirms if those inferences constitute substantial evidence E. holding that reasonable inferences cannot be drawn from conjecture or speculative evidence

assistant: The best answer is B. holding that there was no evidence or inferences to be drawn from the evidence to support the damage award
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: Property Manager shall obtain and verify bills for real estate and personal property taxes, general and special real property assessments and other like charges relating to the Property (collectively “ Taxes ”). If requested by Company, Property Manager will cooperate with Company to challenge the Taxes and the assessed valuation of the Property. To the extent contemplated by the Budget, Property Manager shall pay, within the time required to obtain discounts, from the Operating Account or funds provided by the Company, all Taxes.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in one or more counterparts, all of which when taken together shall constitute one and the same instrument. A facsimile or email scan of any original signature shall be binding against the signatories.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: but Plaintiff refused. Subsequently, in March 2000, Defendant terminated Plaintiffs employment. This unlawful termination action followed. Plaintiff claims: (1) race discrimination in violation of the California Fair Employment and Housing Act (“FEHA”); (2) wrongful termination in violation of public policy; and (3) intentional infliction of emotional distress. Defendant now seeks summary judgment on each claim. II. LEGAL STANDARD Summary judgment is appropriate when there is no genuine issue as to any material fact, and the moving party is entitled to judgment as a matter of law. See FED. R. CIV. P. 56(c); Celotex Corp. v. Catrett, 477 U.S. 317, 322, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986); see also Klamath Water Users Protective Ass’n v. Patterson, 204 F.3d 1206, 1210 (9th Cir.1999) (<HOLDING>). A fact is “material” when, under the Options: A. holding that the district courts error in exercising jurisdiction was harmless error because the court properly applied the relevant state law to the undisputed material facts and came up with the right answer B. recognizing the issue may be decided as a question of law if the facts are undisputed and support only one inference C. holding that where the relevant facts were undisputed the only question for review was whether there was any evidence or reason to support a dismissal for want of prosecution D. recognizing that this court reviews de novo the trial courts interpretation and application of a statute to undisputed facts E. recognizing that where material facts are undisputed the court only decides the application of relevant law

assistant: The best answer is E. recognizing that where material facts are undisputed the court only decides the application of relevant law
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to the substantial relationship test set forth by the Second Circuit in Allegaert. Proskauer did switch sides in this case. Proskauer previously represented Interli-ant on at least two acquisitions and now Proskauer represents directors and officers adverse to Interliant’s successor on claims that directly involve those two transactions. Proskauer did not have the “continuous and unbroken legal relationship with their primary clients” that was integral to the Second Circuit’s decision in Allegaert. In fact, defendants have not asserted that Proskauer previously represented any of the officers and directors. Because the current case does not fall within the Allegaert exception, the substantial relationship test applies. IV. Whether there was cs., Inc., 733 F.2d 253, 255 (2d Cir.1984) (<HOLDING>). So, “[t]he more wide-ranging the allegations Options: A. holding that the 180day statutory limit in the iad is tolled starting from the time that a defendant is not represented by counsel until new counsel is either appointed or retained when the defendant has not waived his right to counsel because during this period a defendant is unable to stand trial in accordance with the iad citation omitted B. holding that where trial counsel was not ineffective appellate counsel was not ineffective for failing to raise claim of ineffectiveness of trial counsel C. holding that counsel could be disqualified from opposing plaintiffs claims of unfair competition and misappropriation of trade secrets where counsel had represented plaintiff as general counsel during the relevant time period D. recognizing that a criminal defendants right to counsel is the right to the effective assistance of counsel E. holding that res judicata does not bar a defendant from raising a claim of ineffective assistance of trial counsel for the first time in a postcollateral proceeding if the defendant was represented by the same counsel at trial and on direct appeal or if an actual conflict of interest enjoined appellate counsel from raising a claim of ineffective assistance of trial counsel on direct appeal

assistant: The best answer is C. holding that counsel could be disqualified from opposing plaintiffs claims of unfair competition and misappropriation of trade secrets where counsel had represented plaintiff as general counsel during the relevant time period
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: Rules of Civil Procedure provides: (b) How Presented. Every defense, in law or fact, to a claim for relief in any pleading, whether a claim, counterclaim, cross-claim, or third party claim, shall be asserted in the responsive pleading thereto if one is required, except that the following defenses may at the option of the pleader be made by motion: (b) failure to state a claim upon which relief can be granted, ... 2 . Rule 56(b) of the Federal Rules of Civil Procedure provides: (b) For Defending Party. A party against whom a claim, counterclaim or cross-claim is asserted or a declaratory judgment is sought may, at any time, move with or without supporting affidavits for a summary judgment in the party’s favor as to all or any part thereof. 3 . Doe v. Stegall, 653 F.2d 180 (5th Cir.1981) (<HOLDING>). 4 . Rule 56(a) of the Federal Rules of Civil Options: A. holding that the appellate court may take judicial notice of its own records in related proceedings B. holding 1 that a sick seaman who is forced to work because his former employer refuses to pay maintenance and cure is not required to set off his earnings against a maintenance and cure award and 2 that the seaman may recover attorneys fees as damages when the former employer unreasonably refuses to pay maintenance and cure C. holding that after a balancing of considerations calling for maintenance of a partys privacy against the customary and constitutionallyembedded presumption of openness in judicial proceedings a parly may be permitted to proceed under a fictitious name D. recognizing that a court is permitted to rely on documents incorporated into the complaint by reference and matters of which a court may take judicial notice E. recognizing judiciarys customary policy of deference to the president in matters of foreign affairs

assistant: The best answer is C. holding that after a balancing of considerations calling for maintenance of a partys privacy against the customary and constitutionallyembedded presumption of openness in judicial proceedings a parly may be permitted to proceed under a fictitious name
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: further hold that the district court did not commit any procedural error or abuse its discretion by imposing an unreasonable sentence. See Gall v. United States, 552 U.S. 38, 51, 128 S.Ct. 586, 169 L.Ed.2d 445 (2007) (assuming sentencing decision is procedurally sound, appellate court considers substantive reasonableness of sentence under abuse-of-discretion standard); United States v. Stults, 575 F.3d 834, 849 (8th Cir.2009) (sentence was not unreasonable where record reflected that district court made individualized assessment based on facts presented and specifically addressed defendant’s proffered information in its consideration of sentencing factors), cert. denied, — U.S.-, 130 S.Ct. 1309, — L.Ed.2d - (2010); United States v. Feemster, 572 F.3d 455, 461 (8th Cir.2009) (en banc) (<HOLDING>). Having reviewed the record independently Options: A. holding district court committed no significant procedural error despite departing downward from the guideline range for multiple reasons without explaining the weight it was attributing to each reason B. recognizing that a party has not preserved a claim of procedural error if the party did not raise it in a manner sufficient to alert the district court to the specific error C. holding that reviewing court first ensures that district court committed no significant procedural error then considers substantive reasonableness of sentence describing factors demonstrating procedural error D. holding that a reviewing court must first ensure that the district court committed no significant procedural error E. holding that the district court committed procedural error by failing to provide an indication of what facts it relied on to make a significant variance from the advisory guidelines range

assistant: The best answer is C. holding that reviewing court first ensures that district court committed no significant procedural error then considers substantive reasonableness of sentence describing factors demonstrating procedural error
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: Notwithstanding anything in this Article XIV or elsewhere in this Agreement to the contrary, any amendment and restatement of Exhibit A hereto by the General Partner to reflect events or changes otherwise authorized or permitted by this Agreement, whether pursuant to Section 7.01.A(20) hereof or otherwise, shall not be deemed an amendment of this Agreement and may be done at any time and from time to time, as necessary by the General Partner without the Consent of the Limited Partners.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by telecopy, e-mailed .pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Amendment.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: the software and documentation are `` commercial computer software '' and `` commercial computer software documentation , '' respectively , as such terms are used in united states federal acquisition regulations paragraph 12.212 .

assistant: None
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Other than pursuant to this Agreement or expressly disclosed on Schedule 3.1(w) or any other schedule or exhibit hereto or in the SEC Reports, the Company is not directly and/or indirectly a party to, or bound by any: (i) contract, arrangements, commitment or understanding which involves aggregate payments or receipts, (ii) contractual obligation or contractual liability or Indebtedness of any kind to any Person; (iii) contract, arrangement, commitment or understanding with or to any Person; (iv) contract for the purchase or sale of any materials, products or supplies; (v) contract of employment with any officer or employee; (vi) deferred compensation, bonus or incentive plan or agreement: (vii) management, advisory or consulting agreement; (viii) lease for real or Personal property (including borrowings thereon), license or royalty agreement; (ix) union or other collective bargaining agreement; (x) agreement, commitment or understanding for any Indebtedness; (xi) contract containing covenants limiting the freedom of the Company to engage or compete in any line of business or with any Person in any geographic area or otherwise; (xii) contract or option relating to the acquisition or sale of any business and/or asset; (xiii) voting trust agreement or similar stockholders’ agreement; and/or (xiv) other contract, agreement, commitment or understanding whether directly or indirectly, material or non-material.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Respondents reversed their position at oral argument) that once subsection four applies, subsection one no longer governs. The parties do dispute the meaning of the word “claimant” in subsection four. Under the plurality’s view, as Chief Justice Eismann points out in the Gillihan II dissent, the word “claimant” in subsection four must be synonymous with the idea of “prevailing party.” This is because, in order for the word “claimant” in subsection four to refer to either the defendant or plaintiff, it must also signify that such a defendant or plaintiff has prevailed in the personal injury action, since losing parties do not recover attorney fees under Idaho law. See Gillihan II at 271, 92 P.3d at 521 (Eismann, J., concurring in disse 53 Idaho 200, 201, 23 P.2d 739, 740 (1933) (<HOLDING>); In re Segregation of School Dist. No. 58 from Options: A. holding elimination of provisions prior to passage of bill requiring a certificate of convenience and necessity indicates legislature intentionally omitted such provisions B. holding that statutory notice provisions for notice of default and opportunity to cure were waived by provisions of note as to one obligor though provisions applied to coobligor who used property as residence C. holding that the hearing provisions of the ina supersede the provisions of the apa D. holding predecessor statute unconstitutional specifically because of vicariousliability provisions elimination of intent requirement E. holding that such provisions are valid

assistant: The best answer is A. holding elimination of provisions prior to passage of bill requiring a certificate of convenience and necessity indicates legislature intentionally omitted such provisions
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: Upon delivery to Agent of an assignment notice in the form of Exhibit C and a processing fee of $3,500 (unless otherwise agreed by Agent in its discretion), the assignment shall become effective as specified in the notice, if it complies with this Section 13.3 . From such effective date, the Eligible Assignee shall for all purposes be a Lender under the Loan Documents, and shall have all rights and obligations of a Lender thereunder. Upon consummation of an assignment, the transferor Lender, Agent and Borrowers shall make appropriate arrangements for issuance of replacement and/or new Notes, as applicable.

assistant: Effective Dates
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: 1.3 any additional products or features of the skype software or qik software , or other `` skype '' or `` qik '' branded products , that you pay for ( including products or features available for free on a trial basis only ) ( `` paid for products '' ) are provided to you by skype communications sàrl .

assistant: None
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Purchaser shall have the right, on or before the expiration of the Access Period to give written notice to Seller terminating this Agreement for any reason or no reason whatsoever. In the event that Purchaser properly delivers any such written notice terminating this Agreement to Seller prior to the expiration of the Access Period, the Initial Earned Payment, November Earned Payment, and December Earned Payment actually paid by Purchaser shall be retained by Seller but shall be applied first against Tenant’s monthly rental arrearages and real estate tax payment arrearages under the Lease accruing from August 1, 2017 through the day the Agreement is terminated, then to Tenant’s other arrearages under the Lease in any order and priority determined by Seller in its sole and absolute discretion, this Agreement shall terminate (except for the terms and provisions hereof which are expressly intended to survive any such termination), and the parties shall have no further obligation to proceed to Closing. Seller and Purchaser hereby mutually acknowledge and agree that the Earned Payments due and payable prior to the expiration of the Access Period represent adequate bargained for consideration for Seller’s execution and delivery of this Agreement, the right of Purchaser to purchase the Property, and the right of Purchaser to inspect the Property and conduct the feasibility and other investigations as permitted by the terms of this Agreement. In the event Purchaser terminates this Agreement prior to the expiration of the Access Period as permitted by the terms of this Agreement, such Earned Payments are non-refundable and shall be retained by Seller as independent consideration. In the event Purchaser fails, for any reason, to properly deliver the aforesaid written notice terminating this Agreement to Seller prior to the expiration of the Access Period, Purchaser shall be conclusively deemed to have waived its right to terminate this Agreement pursuant to the terms and provisions of this Section II.B.4. , this Agreement shall remain in full force and effect, and the parties shall proceed to Closing in accordance with, and subject to, the terms and provisions hereof.

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 legal provision and list the applicable contract clause categories. Provision: The severance payment set forth in Section 2(c)(i) shall be paid in a lump sum payment within 60 days following the Termination Date, subject to expiration of the statutory rescission period for signing the release and waiver of claims. The COBRA reimbursement set forth in Section 2(c)(ii) shall be paid in accordance with customary payroll practices over the 12 month period following the Termination Date and shall commence within 60 days following the Termination Date, subject to expiration of the statutory rescission period for signing the release and waiver of claims; provided that the first payment shall include any amounts that would have otherwise been paid in accordance with customary payroll practices during the period between the Termination Date and the first payment date. Notwithstanding the provisions of this Section 2(d), if the foregoing release and waiver period following the Termination Date spans two calendar years and if required by Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), payments shall not commence until the later calendar year.

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

user: Each party may use the information received from the other party hereunder and may provide such information to its parent corporation or any other subsidiaries thereof and their respective employees as applicable for their use only in connection with the Business Purpose. This Agreement and any attachments hereto: i) are the complete and exclusive statement between the parties with respect to the protection of the confidentiality of the Information; and ii) supersede all related discussions and other communications between the parties; and iii) may only be modified in writing by authorised representatives of the parties.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If any provision of this Guaranty is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, that portion will be deemed severed from this Guaranty and the remaining parts will remain in full force as though the invalid, illegal or unenforceable portion had never been part of this Guaranty.

assistant: Severability