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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Party agrees and acknowledges that the other Parties do not have an adequate remedy at law for the breach by any such Party of its covenants and agreements set forth in this Agreement, and that any breach by any such Party of its covenants and agreements set forth in this Agreement would result in irreparable injury to each other Party. Each Party shall be entitled to enforce its rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement (including costs of enforcement) and to exercise any and all other rights existing in its favor. The Parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that each Party may, in its sole discretion, apply to any court of law or equity of competent jurisdiction for, and shall be entitled to specific performance or injunctive relief (without posting a bond or other security) in order to enforce or prevent any violation or threatened violation of the provisions of this Agreement.

assistant: Enforcements
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: ill.... “[CJaring for the mentally ill” requires an actual medical diagnosis that the patient is mentally sick or deficient. (Id.) In light of this advice, it would have been reasonable for CGS, when developing a program in 2002 designed to “deliver[ ] the equivalent of the hospital’s comprehensive services directly to the adolescent” (ACT Staff Manual), to take steps to “ascertain what the Act requires” at that time, Wilamowsky, 833 F.2d at 19; see also SNET, 121 F.3d at 72 (finding that even though the employer took some efforts to ascertain its obligations under the Act because it sought advice from the DOL, the resulting opinion letter revealed that the employer “failed to ask the appropriate question” and did not compel a finding of good faith); Debejian, 64 F.Supp.2d at 91 (<HOLDING>). Defendant’s fourth and fifth arguments, Options: A. holding that burden of demonstrating coverage rests with the insured B. holding that regardless of insurers good faith denial of coverage plaintiff is entitled to recover interest to put it in position it would have been in if coverage had not been denied C. holding claimant has burden of demonstrating a good faith work search D. holding that while the creditor has the initial burden to produce some evidence of lack of good faith the ultimate burden is on the debtor to prove his good faith E. holding that where employer did not show it furnished counsel with the specific information necessary to determine coverage it had not met its onerous burden of demonstrating good faith

assistant: The best answer is E. holding that where employer did not show it furnished counsel with the specific information necessary to determine coverage it had not met its onerous burden of demonstrating good faith
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: (ND.Tex. July 25, 2013) (noting that a plaintiff who is not the correct party in interest “could become the real party in interest through an assignment”); S. County Mut. Ins. Co. v. Ochoa, 19 S.W.3d 452, 465 (Tex.App.-Corpus Christ! 2000, no pet.) (“[W]hen a cause of action is assigned or transferred, the as-signee becomes the real party in interest with the authority to prosecute the suit to judgment.”); Integon Life Ins. Corp. v. Browning, 989 F.2d 1143, 1153-54 (11th Cir.1993) (finding a successful ratification based on an affidavit from the original party in interest). Indeed, causes of action under § 523 of the Bankruptcy Code have been successfully assigned by one real party in interest to another. Turbo Aleae Invs. v. Borschow (In re Borschow), 467 B.R. 410, 419 (W.D.Tex.2012) (<HOLDING>); Sierra Chems. v. Mosley (In re Mosley), Adv. Options: A. holding that a creditor did not incur debt for the purpose of set off where it stopped payment to the debtor B. recognizing need to balance interests of debt or and creditor in determining nature of protection to be afforded creditor C. holding assignee could collect debt on stated account D. holding that an assignee of the lien creditor who petitioned for certification of redemption had priority over an assignee of the former defendant owner based on a firstintime filing of the redemption petition E. holding that an assignee of a debt can step into the shoes of the original creditor for purpose of 523a2a

assistant: The best answer is E. holding that an assignee of a debt can step into the shoes of the original creditor for purpose of 523a2a
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: By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) by an Issuing Lender, and without any further action on the part of any Issuing Lender or the Revolving Credit Lenders, such Issuing Lender hereby grants to each Revolving Credit Lender, and each Revolving Credit Lender hereby acquires from such Issuing Lender, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and any dispute, controversy or claim, whether sounding in contract or tort, arising out of or relating to this Agreement, shall be governed by and construed in accordance with the Laws of the State of New York without regard to its principles of conflict of laws that could mandate the application of the laws of another jurisdiction.

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: Except as otherwise expressly provided in this Agreement, Seller, on the one hand, and Buyer, on the other hand, shall pay all costs and expenses incurred by such Party or on its behalf in connection with this Agreement and the transactions contemplated hereby. For the avoidance of doubt and except as otherwise provided for herein, all costs and expenses incurred by the Acquired Entities prior to the Closing in connection with this Agreement and the transactions contemplated hereby shall be the responsibility of Seller.

assistant: Expenses
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 the jury; 3) the reasons given for exercising the eight strikes have been approved by this Court; and 4) Snow did not raise any evidence of discriminatory intent on the part of the State. ¶ 28. We have noted that the acceptance of other African-American as jurors is no defense to a Batson claim. Conerly v. State, 544 So.2d 1370, 1372 (Miss.1989). The pivotal issue here becomes not whether the State used all of its peremptory challenges against African-Americans, nor whether there where two African-Americans on the jury, but whether we may disturb the trial court’s finding that the State did not use its peremptory challenges in a discriminatory manner against African-American venirepersons. See Govan v. State, 591 So.2d 428, 430 (Miss.1991); Sudduth v. State, 562 So.2d 67 (Miss.1990) (<HOLDING>). We answer this question in the negative. ¶ Options: A. holding that where a defendant does not use all of his or her peremptory challenges the defendant may not complain of prejudice for failure to dismiss prospective jurors B. holding that racially discriminatory use of peremptory challenges violates the equal protection clause of the fourteenth amendment C. holding that a white defendant can object to the exclusion of minority jurors through the use of peremptory challenges D. holding that courts must entertain a challenge to a private litigants racially discriminatory use of peremptory challenges in a civil trial E. holding that is not the fact that a jury is all white or all black that violates batson rather it is the racially discriminatory use of peremptory challenges to strike jurors

assistant: The best answer is E. holding that is not the fact that a jury is all white or all black that violates batson rather it is the racially discriminatory use of peremptory challenges to strike jurors
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: policy; Farmers failed to establish he had committed fraud or intended to deceive Farmers in violation of the policy’s concealment clause; and the extra-contractual claims concerning Farmers’s conduct involved a fact issue to be decided by the trier of fact. The trial court denied Perrotta’s motion for continuance and rendered summary judgment for Farmers. Summary Judgment Summary judgment is proper only when a movant establishes there is no genuine issue of material fact and the movant is entitled to judgment as a matter of law. Tex.R.Civ.P. 166a (c); Randall’s Food Mkts., Inc. v. Johnson, 891 S.W.2d 640, 644 (Tex the insurance policy, we affirm summary judgment for Farmers on the contractual claims. We next consider Perrot .2d 704, 712 (Tex.App.—San Antonio 1996, writ denied) (<HOLDING>). Perrotta contended summary judgment on his Options: A. holding it is appropriate to apply a discount to a closely held corporation B. holding that the fraudbased common law claims against the citco defendants fail for the same reason that the section 10b claims fail C. holding extracontractual claims fail when denial of a claim is held to be appropriate D. recognizing that withholding of removal claims must fail if petitioner is unable to show the objective likelihood of persecution needed to make out an asylum claim and the claims are based on the same factual predicate E. holding that where summary judgment is granted on the underlying tort claims a conspiracy claim must also fail

assistant: The best answer is C. holding extracontractual claims fail when denial of a claim is held to be appropriate
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: In the event that any one or more of the provisions of this Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby. In the event that one or more terms or provisions of this Agreement are deemed invalid or unenforceable by the laws of Virginia or any other state or jurisdiction in which it is to be enforced, by reason of being vague or unreasonable as to duration or geographic scope of activities restricted, or for any other reason, the provision in question shall be immediately amended or reformed to the extent necessary to make it valid and enforceable by the court of such jurisdiction charged with interpreting and/or enforcing such provision. Executive agrees and acknowledges that the provision in question, as so amended or reformed, shall be valid and enforceable as though the invalid or unenforceable portion had never been included herein.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: all other trademarks not owned by amazon that appear in any amazon service are the property of their respective owners , who may or may not be affiliated with , connected to , or sponsored by amazon .

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: The Parties further agree that, to the greatest permitted by applicable law, any action, suit or proceeding relating to or otherwise arising out of or in connection with the Employee's employment by SGRP or any of its subsidiaries shall be resolved by a bench trial and not a jury trial, and each Party hereby absolutely, unconditionally, irrevocably and expressly waives forever trial by jury. This waiver of jury trial and each other express waiver, release, relinquishment or similar surrender of rights (however expressed) made by a Party in this Agreement has been absolutely, unconditionally, irrevocably, knowingly and intentionally made by such Party.

assistant: Waiver Of Jury Trials
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: • is illegal , or intended to promote or commit an illegal act of any kind , including but not limited to violations of intellectual property rights , privacy rights , or proprietary rights of spotify or a third party ;

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: Quarles, 467 U.S. at 652, 104 S.Ct. 2626. When the officer asked the defendant where the gun was, the defendant nodded in the direction of empty cartons and responded that the “gun is over there.” Id. The officer found a loaded .38-caliber revolver in the direction pointed to by the defendant. Id. In recognizing the public safety exception to Miranda, the Court held that the defendant’s statement and the gun were admissible. Id. at 659-60,104 S.Ct. 2626. Similarly, our sister circuits in interpreting Quarles have held that the public safety exception applies to inquiries made when the defendant is handcuffed. See, e.g., United States v. Lackey, 334 F.3d 1224, 1228 (10th Cir.2003); United States v. Edwards, 885 F.2d 377, 384 n. 4 (7th Cir.1989); see also Estrada, 430 F.3d at 613 (<HOLDING>). But see United States v. Brathwaite, 458 F.3d Options: A. holding that the injury was inflicted by the defendant when it occurred while the defendant applied force directly to the victims person B. holding public safety exception to miranda warning requirement did not apply where there was no evidence gun had been left in public place C. holding that evidence of the defendants connection to the guns suggests possession of the drugs found next to the guns D. holding that public safety exception applied when police asked while handcuffing the defendant whether any guns were present E. recognizing the public interest exception

assistant: The best answer is D. holding that public safety exception applied when police asked while handcuffing the defendant whether any guns were present
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 Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any of the Significant Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding upon the Borrower or any of the Significant Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of the Significant Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any material amount of assets of the Borrower or any of the Significant Subsidiaries.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the income from trusts which had been established in their names by the maternal grandparents. Despite the father’s request for a guidelines child support award, the trial court ordered no child support by either party, but ordered the parties to “share equally [in] the children’s private school expenses as well as medical and dental insurance premiums and expenses.” Id. at 179. On appeal, the court held that, while the trial court properly considered the needs of the children and the custody situation, the court erred by failing to make adequate findings as to the earning ability of each parent and determining a guideline amount before ultimately exercising its discretion to deviate from the guideline suggestion. Id.; see also Navarro v. Navarro, 906 So.2d 341, 342 (Fla. 4th DCA 2005) (<HOLDING>), and Escribano v. Coviello, 698 So.2d 934 Options: A. holding that final judgment ordering 4000 in monthly alimony created presumption in subsequent proceedings that husband had ability to pay that amount B. holding that benefits in excess of the support obligation could not be credited against future support C. holding that the trial court had erred in imposing an obligation to pay child support when clear and convincing evidence established that the husband was not the father of the child D. holding that it is plain error for a trial court to require a defendant to pay courtappointed attorney fees in the absence of legally sufficient evidence that defendant has the ability to pay the amount imposed E. holding that a determination by the trial court of a clear and definite amount for support is necessary in establishing a partys ability to pay and in enforcing the obligation in future proceedings

assistant: The best answer is E. holding that a determination by the trial court of a clear and definite amount for support is necessary in establishing a partys ability to pay and in enforcing the obligation in future 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 case excerpt and choose the best holding from the options. Case excerpt: direction of broadly interpreting the Act when choosing among plausible legal alternatives.” 854 N.W.2d at 28. ■ The legislative direction that we broadly interpret the ICRA makes federal authority that chooses narrow constructions among, available options suspect. Federal courts, and particularly the United States Supreme Court, have demonstrated a marked tendency to embrace a narrow construction of federal civil rights statutes in the face of more generous plausible alternatives. As a result, Congress has repeatedly overridden by statute narrow interpretations of federal civil rights laws. Seven important United States Supreme Court civil lights cases overridden by Congress include General Electric Co. v. Gilbert, 429 U.S. 125, 134, 97 S.Ct. 401, 407, 50 L.Ed.2d 343 (1976) (<HOLDING>), superseded by statute,- Pregnancy Options: A. holding that in a discrimination case plaintiff must prove that firing was a result of intentional discrimination B. holding that retaliation claim was reasonably related to prior sex discrimination claim C. holding that allegations of discrimination on the basis of sexual orientation necessarily state a claim of discrimination on the basis of sex D. holding discrimination based on pregnancy was not sex discrimination E. holding that transsexuals are not a protected class under title vii in response to the plaintiffs argument that because a persons identity as a transsexual is directly connected to the sex organs she possesses discrimination on this basis must constitute discrimination because of sex

assistant: The best answer is D. holding discrimination based on pregnancy was not sex discrimination
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 or in contemplation of any of the following events described in this Section 7.1,: any reclassification, recapitalization, stock split (including a stock split in the form of a stock dividend) or reverse stock split (“ stock split ”); any merger, arrangement, combination, consolidation, or other reorganization; any spin-off, split-up, or similar extraordinary dividend distribution in respect of the Common Stock (whether in the form of securities or property); any exchange of Common Stock or other securities of the Corporation, or any similar, unusual or extraordinary corporate transaction in respect of the Common Stock; then the Administrator shall in such manner, to such extent and at such time as it deems appropriate and equitable in the circumstances (but subject to compliance with applicable laws and stock exchange requirements) proportionately adjust any or all of (1) the number and type of shares of Common Stock (or other securities) that thereafter may be made the subject of awards (including the number of shares provided for in this Plan), (2) the number, amount and type of shares of Common Stock (or other securities or property) subject to any or all outstanding awards, (3) the grant, purchase, or exercise price (which term includes the base price of any SAR or similar right) of any or all outstanding awards, (4) the securities, cash or other property deliverable upon exercise or payment of any outstanding awards, and (5) the 162(m) compensation limitations set forth in Section 5.2.7 and (subject to Section 8.8.3(a)) the performance standards applicable to any outstanding awards (provided that no adjustment shall be allowed to the extent inconsistent with the requirements of Code section 162(m)). Any adjustment made pursuant to this Section 7.1 shall be made in a manner that, in the good faith determination of the Administrator, will not likely result in the imposition of additional taxes or interest under Section 409A of the Code. With respect to any award of an ISO, the Administrator may make such an adjustment that causes the option to cease to qualify as an ISO without the consent of the affected participant.

assistant: Adjustments
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 termination of this Agreement or any of the licenses hereunder for any reason, final reports in accordance with Section 5.1 shall be submitted to BIDMC and all payments, including without limitation any unreimbursed Patent Costs, accrued or due to BIDMC as of the termination date shall become immediately payable. The termination or expiration of this Agreement or any licenses granted hereunder shall not relieve any Party or its Affiliates of obligations arising before such termination or expiration. For the avoidance of doubt, termination of this Agreement shall not affect the right of Licensee, its Affiliates, Sublicensees and Distributors to continue operating under Licensee’s rights as joint owner and co-applicant of the Patent Rights.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The remaining one-third Performance Share Units earned based on the Committee’s determination of the level of achievement for each of the performance goal measures in accordance with Section 4 (such one-third installment being the “ Remaining Earned Performance Share Units ”) shall become vested and nonforfeitable and shall be paid on April 1, [Grant Date year + 3 years] but only if the Grantee has remained continuously employed through such date. If the Grantee does not remain continuously employed through April 1, [Grant Date year + 3 years] because of Grantee’s earlier Retirement, but the Grantee has remained continuously employed through April 2, [Grant Date year + 2 years], then the Remaining Earned Performance Share Units shall become vested and nonforfeitable and shall be paid on the date of Grantee’s Retirement. If the Grantee does not remain continuously employed through April 1, [Grant Date year + 3 years] because of Grantee’s death or Disability, but only if the Grantee does not die or become Disabled prior to April 2, [Grant Date year + 1 year], then the Remaining Earned Performance Share Units shall become vested and nonforfeitable as of the date of Grantee’s death or Disability. All Remaining Earned Performance Share Units that become vested and nonforfeitable on the date of Grantee’s death or Disability shall be paid within thirty (30) days following such death or Disability but in no event later than the Latest Payment Date, as defined in Section 5(k). If the Grantee does not remain continuously employed through April 1, [Grant Date year + 3 years] under any other circumstances other than as provided in Section 5(h), then all Remaining Performance Share Units that are not vested as of the date of the Grantee’s termination of employment shall be automatically forfeited to the Company and cancelled on the date of the Grantee’s termination of employment.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: was the same caliber as the shell casings found at the scene of the murder, but a ballistics expert testified that he could not say one way or the other whether the shotgun was the murder weapon. Id. We held that the evidence was relevant and admissible, reasoning: The matching caliber was a circumstance of some probative value. The expert’s testimony that he could not say one way or the other whether the shotgun admitted was the murder weapon, was not conclusive or binding on the jury which was free to determine credibility and weight to be ascribed. Under those circumstances, the jury would be entitled to consider the shotgun and give whatever weight was due in light of the expert’s testimony. Id. (internal citations omitted). See also Delhall v. State, 95 So.3d 134, 155 (Fla.2012) (<HOLDING>). Conversely, when the nexus between the weapon Options: A. holding that trial court did not err B. holding that the trial judge did not err by admitting copies of the indictments as part of the defendants record of conviction C. holding that the trial court did not err in charging the jury that the defendant was in the custody of the victim officer when he shot and killed the officer due to the undisputed evidence presented at trial including the defendants pretrial statement to police admitting that fact D. holding that the trial court did not err admitting evidence of a 9mm cartridge found in a backpack owned by a murder defendant where the victim was shot with 9mm bullets although not made by the same manufacturer as the cartridge found in the backpack E. holding that the trial court did not abuse its discretion by refusing to accept the defendants guilty pleas to two counts of the indictment and stating that even if the trial court erred the error had not prejudiced the defendant because he was found guilty by the jury of the charges to which he intended to plead and the evidence of the other crimes would have been admissible in the trial for the first degree murder charge

assistant: The best answer is D. holding that the trial court did not err admitting evidence of a 9mm cartridge found in a backpack owned by a murder defendant where the victim was shot with 9mm bullets although not made by the same manufacturer as the cartridge found in the backpack
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, the Plan and the Covenant Agreements contain the entire agreement between the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations and negotiations in respect thereto. No change, modification or waiver of any provision of this Agreement shall be valid unless in writing and signed by the parties hereto. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and any person or persons who shall, upon the death of the Participant, acquire any rights hereunder in accordance with this Agreement or the Plan. The terms and provisions of the Plan and the Vesting Schedule are incorporated herein by reference, and the Participant hereby acknowledges receiving a copy of the Plan. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Agreement, the Plan shall govern and control.

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 case excerpt and choose the best holding from the options. Case excerpt: affairs,’ not just their own affairs.” Cedric Kushner, 533 U.S. at 163, 121 S.Ct. 2087 (internal citation omitted; emphasis in original). As our court has previously explained: [b]ecause a corporation can only function through its employees and agents, any act of the corporation can be viewed as an act of such an enterprise, and the enterprise is in reality no more than the defendant itself. Thus, where employees of a corporation associate together to commit a pattern of predicate acts in the course of their employment and on behalf of the corporation, the employees in association with the corporation do not form an enterprise distinct from the corporation. Florida Evergreen Foliage v. E.I. Dupont De Nemours & Co., 336 F.Supp.2d 1239, 1261 (S.D.Fla.2004) (internal citations omitted) (<HOLDING>); see also Acosta v. Campbell, No. Options: A. recognizing first english requirement was not met where trial counsel represented petitioner on direct appeal B. holding that counsels motion was not sufficient where counsel alleged only that counsel and appellants positions had become adverse C. holding that where trial counsel was not ineffective appellate counsel was not ineffective for failing to raise claim of ineffectiveness of trial counsel D. holding that counsel was not deficient in failing to call a witness where the defendant never provided the witnesss name to counsel and no evidence existed that counsel had any notice of the witnesss identity E. holding that the distinctiveness requirement was not met where alleged enterprise consisted of corporation employees outside counsel and agents and consultants

assistant: The best answer is E. holding that the distinctiveness requirement was not met where alleged enterprise consisted of corporation employees outside counsel and agents and consultants
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: that act, and is contrary to Act Ill’s purposes as repeatedly observed by this Court’s previous case law. Further, I respectfully believe that in this case, the majority’s casual borrowings from PERA and case law interpreting that act are made without any analysis concerning the specific texts of each of the two acts, the similarities of and differences between the classes of individuals covered by these acts, or the legislative intent behind the establishment of each of these acts. Additionally, the majority complete ly fails to take into account how the “linchpin” of Act 111—its “no appeal” mandate — would fare under the majority’s analysis of and approach to Act 111. See Pennsylvania State Police v. Pennsylvania State Troopers’ Ass’n (Betancourt), 540 Pa. 66, 656 A.2d 83, 89 (1995) (<HOLDING>). Although I disagree with the majority’s Options: A. recognizing that because the services of police and fire personnel are so vital to an ordered society and the interests of labor and management as well as those of the general public are served by swift nonappealable resolution of labor disputes concerning these critical public employees act ills explicit restraint on judicial activism is the linchpin of the act B. recognizing the states interests in regulating the speech of its employees and stating that the problem is arriving at a balance between the interests of the employee as a citizen in commenting on matters of public concern and the interest of the state as an employer in promoting the efficiency of the public services it performs through its employees quoting pickering 391 us at 568 88 sct 1731 C. holding that the scope of a government employees first amendment rights depends on the balance between the interests of the employee as a citizen in commenting upon matters of public concern and the interest of the state as an employer in promoting the efficiency of the public services it performs through its employees D. recognizing that public utilities affect the public interest in that they render essential public services to a large number of the general public E. holding that application of fair labor standards act flsa to transportation employees employed by local government does not contravene the commerce clause because labor conditions of those employees affect interstate commerce

assistant: The best answer is A. recognizing that because the services of police and fire personnel are so vital to an ordered society and the interests of labor and management as well as those of the general public are served by swift nonappealable resolution of labor disputes concerning these critical public employees act ills explicit restraint on judicial activism is the linchpin of 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 terms of this Note are severable, and should any provision be declared by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall, at the option of Lender, remain in full force and effect and shall in no way be impaired.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: During and after her employment, the Executive agrees to reasonably cooperate with the Company to (a) apply for, obtain, perfect and transfer to the Company the Work Product as well as an Intellectual Property Right in the Work Product in any jurisdiction in the world; and (b) maintain, protect and enforce the same, including, without limitation, executing and delivering to the Company any and all applications, oaths, declarations, affidavits, waivers, assignments and other documents and instruments as shall be requested by the Company. The Executive hereby irrevocably grants the Company power of attorney to execute and deliver any such documents on the Executive’s behalf in her name and to do all other lawfully permitted acts to transfer the Work Product to the Company and further the transfer, issuance, prosecution and maintenance of all Intellectual Property Rights therein, to the full extent permitted by law, if the Executive does not promptly cooperate with the Company’s request (without limiting the rights the Company shall have in such circumstances by operation of law). The power of attorney is coupled with an interest and shall not be effected by the Executive’s subsequent incapacity.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All notices required or permitted to be given hereunder shall be in writing and delivered to the Parties at the addresses set forth below. Any such notices shall be deemed effective upon receipt when hand-delivered, telefaxed or delivered by courier or sent via registered United States mail with postage thereon prepaid. The Parties may designate a different or other address from time to time in the same manner.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Ms. Barron was com fortable with Ms. Chapman making admission decisions on her behalf without herself knowing or being specifically advised about the dispute resolution issue. As the Admission Agreement and the admission process included a decision on the Resolution of Legal Disputes form, we view Ms. Chapman’s authority as encompassing that decision. {29} Courts from other jurisdictions to which Plaintiff directs our attention have taken a more restrictive view. For example, some of the cases cited by Plaintiff stand for the proposition that authority under a healthcare power of attorney without further indication of authority is insufficient to allow the agent to bind the principal to arbitration. See Life Care Ctrs. of Am. v. Smith, 298 Ga.App. 739, 681 S.E.2d 182, 183-85 (2009) (<HOLDING>); McNally v. Beverly Enters., Inc., 191 P.3d Options: A. holding that the plain language of a healthcare power of attorney did not give daughter the right to sign away her mothers right to a jury trial B. holding that trial court properly terminated fathers obligation to support his seventeenyearold daughter who refused to live with father but instead chose to reside in her own apartment after her mother moved out of state where daughter offered no justifiable reason for not living with her father daughter only contended that her stepmother was too neat for her and that she wanted to live closer to her friends C. holding that unless that power is restricted by the principal an agent under a california statutory healthcare power of attorney has the power to execute applicable admission forms including arbitration agreements D. recognizing the right to waive a jury trial E. holding that daughter had no express authority to sign arbitration agreement for mother where no power of attorney and daughter did not discuss signing the agreement with her mother

assistant: The best answer is A. holding that the plain language of a healthcare power of attorney did not give daughter the right to sign away her mothers right to a jury trial
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 Obligor shall, in addition to the insurance required hereunder with respect to Collateral, maintain insurance with insurers reasonably satisfactory to Agent with respect to the Properties and business of Obligors of such type, in such amounts, and with such coverages and deductibles as are customary for companies similarly situated.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of the Companies that is a Loan Party owns or has a license or other right to use all Intellectual Property necessary for the present conduct of its business, and operates its respective businesses without any known infringement or violation with the Intellectual Property rights of others, except for such Intellectual Property, licenses and rights, the loss of which, and such infringements, violations or conflicts that, in any such case, individually or in the aggregate would not reasonably be expected to be materially adverse to the Companies, taken as a whole, or any Lender.

assistant: Intellectual Property
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: CV1006576 MMM RCX, 2012 WL 9506072, at *41 (C.D.Cal.). When directors and officers have engaged in similar conduct, alleging claims as to the whole group of similarly situated directors and officers is sufficient. See George v. Kraft Foods Global, Inc., 674 F.Supp.2d 1031, 1050 (N.D.Ill.2009) (“because the determination of a party’s fiduciary status with respect to a particular activity in this case is a fact-sensitive inquiry, such a determination is best left for a later stage of these proceedings” so “dismissal of the Defendants on this basis at this stage is premature.”). 6.Stockholder ratification Stockholder ratification does not apply to any claims of breaches of fiduciary duty while Debtor was insolvent. See, e.g., In re JTS Corp., 305 B.R. 529, 539, 541 (Bankr.N.D.Cal.2003) (<HOLDING>). See also Opposition (dkt.57) pp. 18:13-20:14. Options: A. recognizing that when a corporation is insolvent the trust fund doctrine fundamentally alters the relationship between a corporation its shareholders and its creditors and that corporate or shareholder ratification does not apply to creditors who would be prejudiced thereby B. holding that directors of an insolvent corporation are trustees for the creditors C. holding that a corporation exists as an entity apart from its shareholders even where the corporation has but one shareholder the general proposition of corporate identity apart from its shareholders leads us to conclude in accordance with decisions from other jurisdictions that the attorneys client is the corporation and not the shareholders D. holding that even where no attorneyclient relationship exists between a shareholder and the corporate attorney this does not necessarily mean that the law firm had no fiduciary duty to the shareholder and observing that instances in which the corporation attorneys stand in a fiduciary relationship to individual shareholders are obviously more likely to arise where the number of shareholders is small in such cases it is not really a matter of the courts piercing the corporate entity E. holding that nonofficer nonemployee who was in reality a de facto officer or employee of corporation and who had significant control over disbursements made by the corporation was responsible person for purposes of 6672 liability where he had failed to insure payment of trust fund taxes of corporation while continuing payment of other corporate creditors

assistant: The best answer is A. recognizing that when a corporation is insolvent the trust fund doctrine fundamentally alters the relationship between a corporation its shareholders and its creditors and that corporate or shareholder ratification does not apply to creditors who would be prejudiced thereby
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 agree that we will provide notices to you in the following ways : ( 1 ) a notice within the service , or ( 2 ) a message sent to the contact information you provided us ( e.g. , email , mobile number , physical address ) .

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: This Agreement, the Engagement Letter and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and thereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof and thereof. Any other previous agreement among the parties with respect to the subject matter hereof and thereof is superseded by this Agreement and the other Loan Documents. Nothing in this Agreement or in the other Loan Documents, expressed or implied, is intended to confer upon any Person (other than the parties hereto and thereto, their respective successors and assigns permitted hereunder (including any Affiliate of any Issuing Bank that issues any Letter of Credit) and, to the extent expressly contemplated hereby, the Indemnitees and the Related Parties of each of the Administrative Agent, the Collateral Agent, the Issuing Banks and the Lenders) any rights, remedies, obligations or liabilities under or by reason of this Agreement or the other Loan Documents.

assistant: Entire Agreements