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: § 1332(a) (1993 & Supp.2005). The amount in controversy exceeds the statutory minimum of $75,000, because the damages alone would exceed $90,000. BellSouth is incorporated in Georgia and has its principal place of business in Georgia. The City of Clarksdale and the Clarksdale Public Utilities Commission are citizens of Mississippi for diversity purposes. Moor v. County of Alame-da, 411 U.S. 693, 717, 93 S.Ct. 1785, 36 L.Ed.2d 596 (1973) ("[It is] recognized that a political subdivision of a State, unless it is simply 'the arm or alter ego of the State’ is a citizen of the State for diversity purposes.”); PYCA Indus., Inc. v. Harrison County Waste Water Mgmt. Dist., 81 F.3d 1412, 1416 (5th Cir.1996) (citing Tradigrain, Inc. v. Miss. State Port Auth., 701 F.2d 1131, 1132 (5th Cir.1983)) (<HOLDING>). 3 . We have jurisdiction over this appeal of Options: A. holding agencies of state government are part of the state for purposes of sovereign immunity B. holding that where state rules of civil procedure apply to courts of the state they do not apply to adjudicatory proceedings before state agencies C. holding that the state police is a state agency D. holding that state agencies are treated as states under the eleventh amendment E. recognizing that state agencies which are independent of the state are citizens of the state

assistant: The best answer is E. recognizing that state agencies which are independent of the state are citizens of the state
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 Board of Managers will be responsible for approving an annual budget (the “ Annual Budget ”) presented by the Administrative Manager on an annual basis. The Annual Budget shall describe the financing, research and development, general and administrative and marketing activities for the relevant time period covered.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the Second Circuit has emphasized that “[although evidence of one stray comment by itself is usually not sufficient proof to show age discrimination, that stray comment may ‘bear a more ominous significance’ when considered within the totality of the evidence.” Carlton, 202 F.3d at 136 (quoting Danzer, 151 F.3d at 56); see also Schreiber, 324 F.Supp.2d at 522-23. “Even ‘stray remarks in the workplace by persons who are' not involved in the pertinent decision making process ... may suffice to present a prima facie case,’ provided those remarks evidence invidious discrimination.” Belgrave v. City of New York, No. 95 Civ. 1507, 1999 WL 692034, at *29 (E.D.N.Y. Aug. 31, 1999) (quoting Ostrowski, 968 F.2d at 182); see also Malarkey v. Texaco, Inc., 983 F.2d 1204, 1210 (2d Cir.1993) (<HOLDING>); Warren v. Halstead Indus., Inc., 802 F.2d Options: A. holding that statements made by nondecisionmakers were properly received because they showed the pervasive corporate hostility towards plaintiff and supported her claim that she did not receive a promotion due to her employers retaliatory animus B. holding that a plaintiff could not show that she engaged in protected activity because she did not present evidence that she informed her employer that her complaints were based on race or age discrimination C. holding that a plaintiff could not proceed on her procedural due process claim brought under 1983 because she did not show that she had exhausted her state law remedies or alleged that those remedies were inadequate D. holding that the plaintiff made out a prima facie case of age discrimination based upon a showing that she was a member of the protected group she was qualified and capable of doing her job she was discharged and that her manager called her old woman thus evincing agebased animus sufficient to demonstrate discriminatory intent E. holding that plaintiff failed to establish that her transfer to another department was retaliatory as opposed to her employers attempt to diffuse a personality conflict

assistant: The best answer is A. holding that statements made by nondecisionmakers were properly received because they showed the pervasive corporate hostility towards plaintiff and supported her claim that she did not receive a promotion due to her employers retaliatory animus
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 Employers shall maintain in effect for the Employee, at the Employers’ sole expense, life insurance equal to three (3) times the Employee’s Base Salary, subject to the terms of the insurance plan specific to him. If the Employee’s benefit limits exceed the amount available under the Employers’ group insurance plan, then the Employee will be entitled to Employer-paid coverage under a different plan, in addition to or in lieu of the group insurance plan, to accommodate the difference.

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 case excerpt and choose the best holding from the options. Case excerpt: by foreign flag vessels. The government also questions the standing of RCCL to litigate rights under international law treaties as treaty rights, if any, generally accrue to sovereign nations and not to individual defendants. See, e.g., U.S. v. Noriega, 746 F.Supp. 1506, 1533 (S.D.Fla.1990) (“The rationale behind this rule is that treaties are ‘designed to protect the sovereign interests of nations, and it is up to the offending nations to determine whether a violation of sovereign interests occurred and requires redress’ ” (quoting U.S. v. Zabaneh, 837 F.2d 1249,1261 (5th Cir.1988)). Individuals may possess standing under an international law treaty if there is a treaty and it is self-executing. See, e.g., Haitian Refugee Center v. Baker, 949 F.2d 1109,1110-11 (11th Cir.1991) (<HOLDING>); see also U.S. v. Thompson, 928 F.2d 1060, Options: A. holding that article 33 of the 1967 united nations protocol relating to status of refugees did not afford enforceable rights to haitian refugees because it is not selfexecuting and thus provides no enforceable rights B. holding federal regulations have the force of law and may create enforceable rights C. holding that a waiver of right to appeal contained in a plea agreement is enforceable D. holding that waivers of 2255 collateral attack rights must be expressly stated to be enforceable E. holding that because federal regulations have the force of law they may create enforceable rights under 1983

assistant: The best answer is A. holding that article 33 of the 1967 united nations protocol relating to status of refugees did not afford enforceable rights to haitian refugees because it is not selfexecuting and thus provides no enforceable rights
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Any Notice shall be executed by an Authorized Officer of Company in a writing delivered to Administrative Agent. In lieu of delivering a Notice, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing, conversion/continuation or issuance of a Letter of Credit, as the case may be; provided each such notice shall be promptly confirmed in writing by delivery of the applicable Notice to Administrative Agent on or before the applicable date of borrowing, continuation/conversion or issuance. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of Company or for otherwise acting in good faith.

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: that a dog sniff outside a storage unit is not a search be cause the odors detected “were all entirely outside the locker, where anyone who tried could have detected them.” 307 Or. 19, 761 P.2d 1315, 1320 (1988). Appellant has not cited a case in which a dog sniff outside a self-storage unit was held to be a search under the Fourth Amendment, nor has our research revealed one. Appellant argues that the privacy interest in a self-storage unit is greate 469, 142 L.Ed.2d 373 (1998). Under the rationale followed in Kyllo and Ca-balles for purposes of the Fourth Amendment, a person’s expectation of privacy in a storage unit is limited because the unit is not a place where a person seeks refuge or conducts frequent personal activities. Compare State v. Larsen, 650 N.W.2d 144, 149 (Minn.2002) (<HOLDING>). Our interpretation of the decisions of the Options: A. holding warrantless entry of residence was justified by need to search for intruders or injured occupants B. holding the fourth amendment prohibits the police from making a warrantless and nonconsensual entry into a suspects home in order to make a routine felony arrest C. holding that warrantless entry into icefishing house violated fourth amendment because the structure is erected and equipped to protect its occupants from the elements and often provides eating sleeping and other facilities D. holding that arrest immediately out side of defendants house violated fourth amendment E. holding that the defendants entry into the foyer of a fraternity house was an entry into a dwelling

assistant: The best answer is C. holding that warrantless entry into icefishing house violated fourth amendment because the structure is erected and equipped to protect its occupants from the elements and often provides eating sleeping and other facilities
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 PLA will be binding upon and inure to the benefit of the successors and permitted assigns of the parties hereto. Licensor expressly acknowledges and agrees that any assignment or license of the Licensed Patent shall be subject to the terms and conditions of this PLA. The PLA is assignable by Licensee to an Affiliate of Licensee or an acquirer of Licensee or any portion of Licensee's business to which this PLA is relevant with the written authorization from ARCA which will not be unreasonably withheld.

assistant: Assignments
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 the foregoing, the Conversion Amount will not be reduced if the Corporation receives, prior to the effective time of the adjustment to the Conversion Amount, written notice from the holders representing at least a majority of the then outstanding Convertible Preference Shares, voting together as a separate class, that no adjustment is to be made as the result of a particular issuance of Class A Shares or other dividend or other distribution on Class A Shares. This waiver will be limited in scope and will not be valid for any issuance of Class A Shares or other dividend or other distribution on Class A Shares not specifically provided for in such notice.

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: If the number of outstanding shares of common stock of the Company is changed as a result of a stock dividend, stock split or the like without additional consideration to the Company, the number of shares of Restricted Stock under this Agreement shall be adjusted to correspond to the change in the outstanding shares of the Company’s common stock.

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 case excerpt and choose the best holding from the options. Case excerpt: appointed. The trustee filed several adversary proceeding on July 11, 1988 seeking to avoid preferential transfers. These proceedings were filed more than two years from commencement of the Chapter 11 case, but less than two years from conversion to Chapter 7 and appointment of the trustee. The bankruptcy court, noting that the Tenth Circuit had reserved decision in Zilkha on whether the subsequent appointment of a trustee in a Chapter 11 case would affect the § 546(a) limitation period, ruled that such an appointment would begin a new two-year period by which avoidance actions must be brought. Id. at 989. Three other courts have come to the same conclusion as the D-Mart court. See Daff v. Regal Recovery Inc. (In re Continental Capital & Credit, Inc.), 158 B.R. 828 (Bankr.C.D.Cal.1993) (<HOLDING>); Sapir v. Green Forest Lumber Ltd. (In re Options: A. holding in a case where a chapter 11 trustee was appointed after a period during which the debt or had operated as debtor in possession that a chapter 11 trustee has two years from the date of his appointment not from the commencement of the chapter 11 case to bring avoidance actions B. holding tort action accruing after original chapter 7 petition not part of estate when case converted to chapter 13 and then back to chapter 7 C. holding on facts similar to those in dmart that the 546a limitation period runs from appointment of chapter 7 trustee after case was converted from chapter 11 D. holding denial of motion to convert from chapter 11 to chapter 7 is interlocutory E. holding that a chapter 7 trustee was the only person with authority to bring a cause of action after the appointment of a trustee

assistant: The best answer is C. holding on facts similar to those in dmart that the 546a limitation period runs from appointment of chapter 7 trustee after case was converted from chapter 11
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 Loan Parties and their Subsidiaries have filed all federal and, except to the extent that a failure to do so could not reasonably be expected to have a Material Adverse Effect, other tax returns and tax reports required to be filed (or appropriate extensions have been timely filed), and have paid all federal and other taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except where such nonpayment would not constitute a breach of Section 7.1(b) .

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 case excerpt and choose the best holding from the options. Case excerpt: to object to them does not mandate reversal for a new trial or new penalty phase. During the guilt phase closing argument, the prosecutor stated: “The lessers are a joke in this case ... but they have to be read to you by law.” The State contends that this statement was proper because the prosecutor was simply pointing out that the lesser included offense's were inconsistent with the facts of the case. The statement, however, goes beyond that and may reasonably be understood to be an attempt, through sarcasm, to diminish the jury’s obligation to follow the law. However, because the trial court properly and fully instructed the jury on the lesser included offenses, we find that Franqui has not met the prejudice prong of Strickland. See Anderson v. State, 18 So.3d 501, 517-18 (Fla.2009) (<HOLDING>). There is no reasonable probability that but Options: A. holding that failure to object to admissible evidence was not ineffective assistance of counsel B. recognizing that strickland applies to ineffective assistance of appellate counsel claims C. holding that the prejudice prong of strickland was not met in a claim of ineffective assistance of counsel for failing to object to the prosecutors misstatement of law where the trial court properly instructed the jury D. holding that where jury has been properly instructed counsel is not ineffective for failing to object to an instruction E. holding that where trial counsel was not ineffective appellate counsel was not ineffective for failing to raise claim of ineffectiveness of trial counsel

assistant: The best answer is C. holding that the prejudice prong of strickland was not met in a claim of ineffective assistance of counsel for failing to object to the prosecutors misstatement of law where the trial court properly instructed the jury
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 moving party is entitled to judgment as a matter of law. Fed.R.Civ.P. 56(c). In deciding a motion for summary judgment, the court must view the evidence and draw all reasonable inferences in favor of the nonmoving party. See Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 587, 106 S.Ct. 1348, 89 L.Ed.2d 538 (1986). The judge is not to “weigh the evidence and determine the truth of the matter but to determine whether there is a genuine issue for trial.” Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 249, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986). A genuine issue for trial exists only when there is sufficient “evidence on which the jury could reasonably find for the plaintiff.” Id. at 252, 106 S.Ct. 2505. B. Brentwood has not waived its 2 S.Ct. 775, 31 L.Ed.2d 124 (1972) (<HOLDING>); K.M.C. Co. v. Irving Trust Co., 757 F.2d 752, Options: A. holding a judgment in the absence of notice violates due process rights B. holding that there is no due process right to appellate review C. holding that a cognovit clause which provided for judgment without notice or hearing was not unconstitutional per se because due process rights are subject to waiver D. holding that where there is no unequal bargaining power or overreaching debtors can voluntarily intelligently and knowingly waive due process rights by signing a cognovit note which is an agreement by which a debtor consents in advance to a holders obtaining a judgment without notice or hearing E. holding that an individual can waive any process to which he or she has a right

assistant: The best answer is D. holding that where there is no unequal bargaining power or overreaching debtors can voluntarily intelligently and knowingly waive due process rights by signing a cognovit note which is an agreement by which a debtor consents in advance to a holders obtaining a judgment without notice or hearing
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 to staff in dealing with Ottman’s accounts. Even Ott-man’s counsel admitted, at oral argument, that the second memorandum concerns Ott-man’s customers and his job performance. Because proving the truth or falsity of the memoranda will require presentation of evidence integrally related to Ottman’s performance as a broker, we conclude the defamation claim arises out of the employment or termination of employment and, as such, falls within the scope of the U-4 registration agreement. Cf Morgan, 729 F.2d at 1168 (declining to compel arbitration of claim not implicating employee’s performance as broker). Ottman argues we should not look at the essence of his claim to determine arbitrability, but should review each statement in the two memoranda to determ 66 N.W.2d 726, 730 (1991) (<HOLDING>); Flanagan v. Prudential-Bache Sec., Inc., 67 Options: A. holding as arbitrable posttermination defamation claim based on statement that stockbroker was basically a criminal B. holding as arbitrable posttermination defamation claim based on statement that stockbroker had a drinking problem C. holding that a defamation claim is a personal injury tort claim D. holding that a defamation claim based on statements in a written disciplinary notice was preempted E. holding that online service provider was immune from defamation claim based on inaccurate stock information

assistant: The best answer is B. holding as arbitrable posttermination defamation claim based on statement that stockbroker had a drinking problem
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All representations and warranties made in this Agreement shall survive the Closing of this Agreement for a period of the later of (i) twenty-four (24) months from the Closing Date and (ii) thirty (30) days after the completion of the 2018 fiscal year audit (which shall be extended with respect to any pending claims at the time of expiration), except those representations and warranties relating to employment/benefit matters (Section 7.13), and environmental matters (Section 7.14) which shall survive until the expiration of all applicable statutory limitation periods, and except those representations and warranties with respect to the Seller’s authority to transfer (Sections 7.1 and 7.2), tax matters (Section 7.5), title to assets (Section 7.6) and broker’s fees (Section 7.16), which shall survive forever (collectively, the “Fundamental Representations”).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Security Agreement may be executed by one or more of the parties to this Security Agreement on any number of separate counterparts (including by facsimile or other electronic transmission (e.g., a “pdf’ or “tif’ file)), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Security Agreement signed by all the parties shall be lodged with the Collateral Agent and the Borrower.

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: 91 L.Ed.2d 265 (1986) (citing Fed.R.Civ.P. 56(c), (e)). In assessing the record to determine whether any such issues of material fact exist, the court is required to resolve all ambiguities and draw all reasonable inferences in favor of the nonmoving party. See Chambers, 43 F.3d at 36 (citing Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 255, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986)) (other citations omitted). Where the non-movant either does not respond to the motion or fails to dispute the movant’s statement of material facts, the court may not rely solely on the moving party’s Rule 56. 1 statement; rather, the court must be satisfied that the citations to evidence in the record support the movant’s assertions. See Giannullo v. City of New York, 322 F.3d 139, 143 n. 5 (2d Cir.2003) (<HOLDING>). Federal Rule of Civil Procedure 56 provides Options: A. holding that the court had an adequate record to grant the defendants motion for summary judgment because the relevant evidence would have been in plaintiffs possession B. holding that cjredibility determinations the weighing of the evidence and the drawing of legitimate inferences from the facts are not functions of a judge ruling on a motion for summary judgment C. holding that this court does not entertain arguments made for the first time on appeal as the case must be decided on the facts contained in the record and not on assertions in the brief D. holding that in ruling on a motion for summary judgment the trial court is limited to the grounds raised in the motion E. holding that not verifying in the record the assertions in the motion for summary judgment would derogate the truthfinding functions of the judicial process by substituting convenience for facts

assistant: The best answer is E. holding that not verifying in the record the assertions in the motion for summary judgment would derogate the truthfinding functions of the judicial process by substituting convenience for facts
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 questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), 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 improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof, effective upon receipt. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

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: Assignor does hereby sell, assign, transfer and set over to Assignee all of Assignor’s right, title and interest as “Tenant” under the Lease, and Assignee hereby assumes all of Assignor’s duties and obligations as “Tenant” under the Lease arising on and after the Effective Date.

assistant: Assignments
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: On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchaser agrees to purchase, up to an aggregate of总股数[22,225] of Shares. Upon receiving the Purchaser’s Subscription Amount on the Closing Date and the delivery by the Purchaser of the other items set forth in Section 2.2 deliverable at the Closing, the Company shall deliver the Shares to the Purchaser as determined pursuant to Section 2.2(a).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Parent is a corporation, the Borrower is a limited liability company, and each of the Borrower’s Subsidiaries is a corporation, partnership or limited liability company duly and properly incorporated or organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of its jurisdiction of incorporation or organization and has all requisite authority to conduct its business in each jurisdiction in which its business is conducted, except where such failure could not reasonably be expected to have a Material Adverse Effect.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: constitute special factors that, when combined with the presumption in favor of M.C., satlsfy Trozel's due process requirements. 129 In addition, all of the statutory factors must be proved by clear and 'convine-ing evidence. "Due process requires that the state support its allegations by at least clear and convincing evidence" before a state miay "sever" a parent from his child. Santosky, 455 U.S. at 747-48, 102 S.Ct. 1388; see also People ex rel. A.J.L., 243 P.3d 244, 250 (Colo.2010) (stating that the termination of parental rights is a decision of "paramount gravity"). Consistent with the Supreme Court's direction, we adopted the clear-and convine ing standard "in proceedings involving termination of a parent-child, relationship." People ex rel. A.M.D., 648 P.2d 625, 631 (Colo.1982) (<HOLDING>). In AM.D., this court interpreted Colorado's Options: A. holding that the clear and convincing standard must apply in terminating the parentchild relationship after the children have been adjudicated dependent or neglected B. holding that where parents have previously stipulated that the children should be adjudicated as being in need of aid ocs still has the burden of proving in the subsequent termination of parental rights proceeding by clear and convincing evidence that the children were in need of aid C. holding that consortium is not a part of the parentchild relationship D. holding that despite the lack of a statutory requirement that severe child abuse be shown by clear and convincing evidence due to the consequences of such a finding the clear and convincing standard must be applied E. holding that a bad faith claim must be met through the clear and convincing evidence standard

assistant: The best answer is A. holding that the clear and convincing standard must apply in terminating the parentchild relationship after the children have been adjudicated dependent or neglected
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, the Loan Agreement, the Credit Documents and the transactions contemplated hereby or thereby, and any claim, controversy, or dispute arising out of or relating to this Amendment, the Loan Agreement, the Credit Documents and the transactions contemplated hereby or thereby shall be governed by, construed and enforced in accordance with the laws of the State of Iowa, excluding its conflict of law rules.

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 case excerpt and choose the best holding from the options. Case excerpt: insufficiency of service of process because Curenton’s July 2009 notice of appearance in the action and Allen’s filing of his pro se claim for exemption from garnishment in 2011 each amounted to a general appearance by Allen and, thus, both filings waived Allen’s argument regarding insufficiency of service of process. See Kingvision Pay-Per-View, Ltd. v. Ayers, 886 So.2d 45, 53 (Ala.2003) (quoting Lonning v. Lonning, 199 N.W.2d 60, 62 (Iowa 1972)) (explaining that a general appearance waives objections regarding personal jurisdiction and insufficiency of service of process and that “‘[a] general appearance is a waiver of notice and if a party appears in person or by attorney he submits himself to the jurisdiction of the court’”); Simmons v. Simmons, 99 So.3d 316, 320 (Ala.Civ.App.2011) (<HOLDING>); Klaeser v. Milton, 47 So.3d 817, 821 Options: A. holding that an attorney may only undertake to represent a new client against a former client where there is no confidential information received from the former client that is in any way relevant to representation of the current client B. holding trial court erred when it sanctioned client where the evidence showed that the attorney filed frivolous pleadings on behalf of the client but the client did nothing more than rely on her attorneys advice C. holding an attorney is an agent of the client and therefore cannot conspire with the client D. holding that an attorneys filing a notice of appearance on behalf of his or her client constitute a waiver of service of process by the client E. holding that a defendant is not entitled to relief from default judgment because notice to an attorney of filing of motions and orders is constructive notice to the client even when the client did not have actual notice

assistant: The best answer is D. holding that an attorneys filing a notice of appearance on behalf of his or her client constitute a waiver of service of process by the client
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: for the complete release of all liability of the Defendants who have caused great harm to the Company. It also requires the Company to pay $1 million out of its own pocket, to the detriment of current shareholders, to Plaintiffs' counsel.” In this language, Lapiner objects to the proposed settlement and release of Isramco’s claims against the Defendants, allegedly in exchange for no real benefit to Isramco and with a payment of one million dollars to Plaintiffs' counsel. Lapiner does not object to the Purported Discharge of Shareholder Claims, and the detriment of which he com plains is based on the shareholders’ ownership of shares in a company that paid one million dollars for a settlement that allegedly brought no benefit to the compan tion, 705 A.2d 238, 239-41 (Del.Ch.1997) (<HOLDING>); Carlton Investments v. TLC Beatrice Int’l Options: A. holding that in rendering judgment following the settlement of a derivative action that did not involve a class action trial court lacked jurisdiction to render judgment that would adjudicate rights and personal claims of individual shareholders who were not parties to derivative action that was being settled B. holding that dismissal is proper for a derivative cause of action but not for a direct cause of action C. holding a shareholders derivative action even where the only relief allowed is a recovery of damages is nevertheless a suit in equity and not an action at law D. holding res judicata barred plaintiffs derivative suit because of a final judgment in a prior derivative lawsuit E. recognizing that in a derivative action the corporation for whose benefit suit is brought is a necessary party to the action

assistant: The best answer is A. holding that in rendering judgment following the settlement of a derivative action that did not involve a class action trial court lacked jurisdiction to render judgment that would adjudicate rights and personal claims of individual shareholders who were not parties to derivative action that was being settled
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: because the weapons at issue in the Rulings were classified as maehineguns based on the ATF’s determination that they were “designed to shoot” automatically. 2. Available Evidence In support of its motion, the Government submitted a Firearms Technology Branch Report of Technical Examination (“FTB Report”) written by ATF Officer Richard Vasquez after his investigation of the Defendant weapon that detailed its characteristics and the methods used to restore it to automatic shooting capacity. The Claimant objects to the admissibility of the FTB Report, as it was unsworn and not accompanied by an affidavit. See Dole v. Elliott Travel & Tours, Inc., 942 F.2d 962, 968-69 (6th Cir.1991) (citing Adickes v. S.H. Kress & Co., 398 U.S. 144, 158 n. 17, 90 S.Ct. 1598, 26 L.Ed.2d 142 (1970)) (<HOLDING>). We need not resolve this dispute, however, as Options: A. holding that a signed but unsworn letter which is not otherwise authenticated is hearsay and should not be considered as evidence in opposition to a motion for summary judgment B. holding that unsworn statements signed under penalty of peijury can be used to oppose a motion for summary judgment C. holding that an unsworn letter is not proper summary judgment proof D. holding that unsworn pleadings do not constitute proper summary judgment evidence E. holding that unsworn statements may not be considered on a motion for summary judgment

assistant: The best answer is E. holding that unsworn statements may not be considered on a motion for summary judgment
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: BAFC has filed or caused to be filed all federal, state and other material tax returns that are required to be filed and has paid all taxes shown to be due and payable on said returns or on any assessments made against it or any of its property and all other taxes, fees or other charges imposed on it or any of its property by any Governmental Authority (other than any taxes, fees or other charges the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of BAFC). No tax Lien (other than any Permitted Lien) has been filed, and, to the knowledge of BAFC, no claim is being asserted, with respect to any such tax, fee or other charge. BAFC has no ERISA plan liability and is not subject to the requirements of ERISA.

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: The Bank shall pay all reasonable legal fees and expenses which the Executive may incur as a result of the Bank’s contesting the validity or enforceability of this Agreement or the calculation of amounts payable hereunder so long as (i) the Executive is successful on the merits, or (ii) the parties agree to a settlement of the dispute.

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: or for a party, or by or for its representative. Tayler v. Travelers Ins. Co., 183 F.R.D. 67, 69 (N.D.N.Y.1998) (citing Compagnie Francaise d’Assurance Pour le Commerce Exterieur v. Phillips Petroleum Co., 105 F.R.D. 16, 41 (S.D.N.Y.1984); In re Grand Jury Subpoenas, 561 F.Supp. 1247, 1257 (E.D.N.Y.1982)). “[T]here is no work product immunity for documents prepared in the ordinary course of business prior to the commencement of litigation.” Tayler, 183 F.R.D. at 70. There are two types of work product recognized, ordinary work product and opinion work product, and generally opinion work product, including mental impressions, conclusions, opinions or legal theories, is entitled to nearly absolute protection. Holmgren v. State Farm Mutual Auto. Ins. Co., 976 F.2d 573, 577 (9th Cir.1992) (<HOLDING>). Ordinary work product, by contrast, is Options: A. holding that opinion where product is entitled to nearly absolute protection with some limited exceptions B. recognizing first two exceptions C. recognizing exceptions to immunity D. holding opinion work product to be absolutely protected E. holding selsky entitled to absolute immunity

assistant: The best answer is A. holding that opinion where product is entitled to nearly absolute protection with some limited exceptions
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 agrees that it will not and will cause its affiliates not to, directly or indirectly, solicit any offer to buy, sell or make any offer or sale of, or otherwise negotiate in respect of, securities of the Company of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the 1933 Act Regulations, such offer or sale would render invalid (for the purpose of (i) the sale of the offered Securities by the Company to the Initial Purchasers, (ii) the resale of the offered Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the offered Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the 1933 Act provided by Section 4(a)(2) thereof or by Rule 144A thereunder or otherwise.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: that any judgment against the State of New Jersey, the New Jersey Department of Labor and Workforce Development, or the Division of Workers’ Compensation would be paid by New Jersey’s state treasury. Dist. Ct. Op. at 13-15. Because the State of New Jersey was thus the real party at interest, the District Court properly held that these entities are immune from a suit seeking money damages. Fitchik v. N.J. Transit Rail Operations, Inc., 873 F.2d 655, 659 (3d Cir.1989). As Hogg’s made neither a demand for injunctive relief, nor any allegation of a continuing violation of constitutional rights, there is no basis for excepting the application of Eleventh Amendment immunity in this case. See Edelman v. Jordan, 415 U.S. 651, 676-78, 94 S.Ct. 1347, 39 L.Ed.2d 449 F.2d 1298 (3d Cir.1971) (<HOLDING>). As noted, the District Court also dismissed Options: A. holding state university is not a person under 1983 B. holding that a state is not a person within the meaning of 1983 C. holding that a state is not a person under 42 usc 1983 D. holding state is not a proper defendant under 1983 E. holding that state of new jersey is not a person under 1983 and thus not amendable to suit under that statute

assistant: The best answer is E. holding that state of new jersey is not a person under 1983 and thus not amendable to suit under that statute
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All communications and notices hereunder shall be in writing and given as provided in Section 8.8 of the ABL Intercreditor Agreement. All communications and notices hereunder to the New Grantor shall be given to it at the address set forth under its signature hereto, which information supplements Section 8.8 of the ABL Intercreditor Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: shall issue in any suit, action or proceeding, in any court against this State or against any officer thereof to prevent or enjoin the collection of any contribution sought to be collected under this division.” California Const., Art. XIII, § 32, provides: “No legal or equitable process shall issue in any proceeding in any court against this State or any officer thereof to prevent or enjoin the collection of any tax. After payment of a tax claimed to be illegal, an action may be maintained to recover the tax paid, with interest, in such manner as may be provided by the Legislature.” Despite the apparently unambiguous language of these provisions, the District Court considered the availability of injunctive relief only “uncertain” because of state deci 180, 383 P. 2d 409, 411 (1963) (<HOLDING>). Relying on Aronoff, a District Court of Options: A. holding that 1983 is not an exception to the state tax injunction act B. holding that resident shareholder of s corporation is eligible for tax credit for taxes paid by corporation in another state and noting that this conclusion is consistent with the internal revenue code which provides that shareholders of an s corporation are entitled to a foreign tax credit for their share of foreign income tax paid by an s corporation C. holding that registration requirements that aid in the collection of taxes are valid exercise of congress power to tax D. holding that cal const art xiii 15 and cal rev tax code ann 19081 west 1970 preclude issuance of an injunction to prevent collection of additional income taxes E. holding that 230e2 applies to californias wrongful use of registered mark law cal bus profcode 14335 and californias right of publicity law cal civcode 3344

assistant: The best answer is D. holding that cal const art xiii 15 and cal rev tax code ann 19081 west 1970 preclude issuance of an injunction to prevent collection of additional income 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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: the exact amount of these costs depends , among other things , on the device that you use to access the nintendo account service , on your activities in the nintendo account service and on the conditions of your internet access provider .

assistant: None