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: the district court entered judgment on April 1, appeal on May 3, 2013, which did express an intent to appeal from the September 2010 order, that filing is legally inoperative because it was untimely filed. See M.E.S., Inc. v. Snell, 712 F.3d 666, 668 (2d Cir.2013) (disregarding amended notice of appeal belatedly filed under analogous circumstances). Kleehammer’s timely filed notice of appeal also expressed an intent to appeal from the Rule 11 sanction imposed on counsel. Because the district court did not sanction Kleehammer, there is no case or controversy with respect to her. “Where an award of sanctions runs only against the attorney, the attorney is the party in interest and must appeal in his or her name.” DeLuca v. Long Island Lighting Co., 862 F.2d 427, 429-30 (2d Cir.1988) (<HOLDING>). Although counsel could have separately Options: A. holding attorney lacked standing to challenge amount of attorney fees awarded plaintiffs not parties to the appeal B. holding because an award of attorney fees is discretionary court may consider attorney fees in relation to the underlying equities in the case C. holding that the court lacked jurisdiction to consider an award of sanctions entered against attorney because the notice of appeal did not provide that attorney was appealing in his own name D. holding that the district court lacked jurisdiction to review state disciplinary proceedings against attorney E. holding that an order imposing sanctions against an attorney for one of the parties in a pending case is final and therefore immediately appealable by the attorney

assistant: The best answer is C. holding that the court lacked jurisdiction to consider an award of sanctions entered against attorney because the notice of appeal did not provide that attorney was appealing in his own name
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, each of which shall be deemed an original and all of which, taken together, shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by facsimile transmission or by electronic mail in pdf form shall be as effective as delivery of a manually executed counterpart hereof.

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: information released to the public in official court records.” Id. at 496, 95 S.Ct. 1029. While acknowledging that in limited circumstances, a court might restrict the information available to the public to protect important interests, the Court concluded that “[o]nce true information is disclosed in public court documents open to public inspection, the press cannot be sanctioned for publishing it.” Id.; see also Okla. Publ’g Co. v. Dist. Court, 430 U.S. 308, 310, 97 S.Ct. 1045, 51 L.Ed.2d 355 (1977) (“[T]he First and Fourteenth Amendments will not permit a state court to prohibit the publication of widely disseminated information obtained at court proceedings which were in fact open to the public.”); cf. Fla. Star v. B.J.F., 491 U.S. 524, 526, 109 S.Ct. 2603, 105 L.Ed.2d 443 (1989) (<HOLDING>). Nebraska Press further reinforced these Options: A. holding that the imposition of damages on a newspaper for publishing the name of a rape victim lawfully obtained from a publicly released police report in violation of a florida statute and the newspapers own internal policy violated the first amendment B. holding that an action brought in the name of a person adjudicated as incapacitated instead of in the name of her guardian cannot be corrected as a misnomer C. holding that first amendment precluded damages action brought by rape victim against newspaper for publishing victims name when name was obtained from publicly released police report D. holding that amendment to indictment to reflect actual name of victim is allowable E. recognizing as a matter of federal law that an action to redress injuries to a corporation cannot be maintained by a shareholder in his own name but must be brought in the name of the corporation

assistant: The best answer is C. holding that first amendment precluded damages action brought by rape victim against newspaper for publishing victims name when name was obtained from publicly released police report
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 Party initiating suit shall have the sole and exclusive right to select counsel for any suit initiated by it under this Section 10.3, which counsel must be reasonably acceptable to the other Party. If required under applicable Law in order for such Party to initiate or maintain such suit, the other Party shall join as a party to the suit. If requested by the Party initiating suit, the other Party shall provide reasonable assistance to the Party initiating suit in connection therewith at no charge to such Party except that the initiating Party shall reimburse the other Party for Out-of-Pocket Costs, other than outside counsel expenses, incurred in rendering such assistance. The Party initiating suit shall assume and pay all of its own Out-of-Pocket Costs incurred in connection with any litigation or proceedings described in this Section 10.3, including the fees and expenses of the counsel selected by it. The other Party shall have the right to participate and be represented in any such suit by its own counsel at its own expense.

assistant: Costs
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: if you do n't pay for your paid account on time , we reserve the right to suspend it or reduce your storage to free space levels .

assistant: Unilateral change, Unilateral termination
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 Mr. Morris, Mrs. Morris and the Trustee agrees that the negotiations leading to this Agreement, the amount of the Settlement Payment, and the terms of this Agreement (collectively, “Confidential Settlement Information”) will be forever treated as confidential, and that confidentiality is a material term of this Agreement. To any inquiries about a dispute between the Parties, each of Mr. Morris, Mrs. Morris and the Trustee will respond only that the matter has been resolved. Each of Mr. Morris, Mrs. Morris and the Trustee will not disclose Confidential Settlement Information to anyone at any time, except Mr. Morris and the Trustee may disclose the terms of this Agreement to their accountants, attorneys and tax advisors on the condition that they agree to be bound by the confidentiality obligations herein. In the event any of Mr. Morris, Mrs. Morris or the Trustee are served with a demand or compulsory process requiring the disclosure of this Agreement, or any of its terms, he or his attorney will provide the Corporation, or its counsel, with written notice of such demand or compulsory process as soon as possible and in all events within five (5) business days of its receipt. Thereafter, the Corporation will be permitted to take any action necessary to prevent the disclosure of such information or to obtain a protective order or other relief. Notwithstanding anything herein to the contrary, nothing in this Agreement shall (i) prohibit Mr. Morris from making reports of possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Exchange Act or Section 806 of the Sarbanes-Oxley Act of 2002, or of any other whistleblower protection provisions of state or federal law or regulation, or (ii) require notification or prior approval by the Company of any reporting described in clause (i).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of executed counterparts by telecopy or by electronic format (pdf) shall be effective as an original.

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: 20 U.S.C. § 1415(i)(3)(B), compensatory and punitive damages are not available. Bradley v. Ark. Dep’t of Educ., 301 F.3d 952, 957 (8th Cir. 2002). In Fry, the Supreme Court declined to address whether exhaustion is required “when the plaintiff complains of the denial of a FAPE, but the specific remedy she requests — here, money damages for emotional distress — is not one” the IDEA provides. Fry, 137 S.Ct. at 752 n.4, 2017 WL 685533 at *8 n.4. However, this court has noted that “the IDEA’S exhaustion requirement remains the general rule, regardless of whether the administrative process offers the particular type of relief that is being sought.” J.B., 721 F.3d at 595, quoting M.P. ex rel. K. v. Indep. School Dist. No. 721, 326 F.3d 975, 980 (8th Cir. 2003). See Muskrat, 715 F.3d at 785 (<HOLDING>); Frazier v. Fairhaven School Comm., 276 F.3d Options: A. holding exhaustion requirement inapplicable when requiring exhaustion would be futile B. holding that once a debtor classifies their obligations for tax purposes he or she cannot avoid the corresponding obligations or effects of this classification under the bankruptcy code C. holding a plaintiff cannot avoid exhaustion simply because he or she asks for damages D. holding that plaintiffs cannot avoid the exhaustion requirement by limiting relief to money damages because otherwise future litigants could avoid the exhaustion requirement simply by asking for relief that administrative authorities could not grant E. holding that release cannot be rescinded simply because plaintiff later learns she had a more serious injury

assistant: The best answer is C. holding a plaintiff cannot avoid exhaustion simply because he or she asks for damages
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 shall not, and shall use its commercially reasonable efforts to ensure that no Affiliate thereof shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Shares in a manner that would require the registration under the Securities Act of the sale of the Shares to the Investor or that would be integrated with the offer or sale of the Shares for purposes of the rules and regulations of any Trading Market.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) each Loan Party and each of its Restricted Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, licenses and other intellectual property rights (collectively, “ IP Rights ”) that are reasonably necessary for the operation of their respective businesses, and Schedule 8 to the Perfection Certificate sets forth a complete and accurate list as of the Initial Funding Date of registered and applied for IP Rights owned by each Loan Party; and (ii) no written claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Borrower, threatened.

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 legal provision and list the applicable contract clause categories. Provision: The Sponsor shall indemnify the Asset Representations Reviewer against any and all loss, liability or expense (including reasonable attorneys’ fees) incurred by the Asset Representations Reviewer in connection with the administration of this Agreement and the performance of its duties hereunder. The Asset Representations Reviewer shall notify the Sponsor promptly of any claim for which it may seek indemnity. Failure by the Asset Representations Reviewer to so notify the Sponsor shall not relieve the Sponsor of its obligations hereunder. The Sponsor shall defend any such claim, and the Asset Representations Reviewer may have separate counsel and the Sponsor shall pay the fees and expenses of such counsel. The Sponsor shall not reimburse any expense or indemnify against any loss, liability or expense incurred by the Asset Representations Reviewer through the Asset Representations Reviewer’s own bad faith, willful misfeasance, negligence in performing its obligations under this Agreement or breach of this Agreement. The indemnification provided in this Section 4.3(c) shall survive the termination of this Agreement, the termination of the Issuer and the resignation or removal of the Asset Representations Reviewer. The Sponsor acknowledges and agrees that amounts owing to the Asset Representations Reviewer in respect of the indemnification provided hereunder shall not be limited to or reduced by the amount of Available Amounts on deposit in the Collection Account, except to the extent that such Available Amounts have been allocated to make a payment to the Asset Representations Reviewer on the next-occurring Payment Date pursuant to Section 4.04(a) of the Series 2016-A Indenture Supplement.

assistant: Indemnifications
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 they were holding from a prior job.” N.T., 8/6/02, at 96-97. The second police officer testified that, after apprehending Guilford, he patted him down for safety, and then two uniformed officers “came and met us with two complainants ... or victims .... ” Id. at 130-32. Guilford contends that the above testimony constituted impermissible evidence of other crimes. ¶ 11 The Commonwealth argues that Guilford did not preserve this issue for appeal because he failed to object in a timely manner to the above-cited testimony. In both of the cited instances, Guilford did not immediately object to the testimony cited above. Thus, we conclude that Guilford did not properly preserve his objections to this testimony. See Commonwealth v. Montalvo, 434 Pa.Super. 14, 641 A.2d 1176, 1184 (1994) (<HOLDING>); Commonwealth v. Smith, 487 Pa. 626, 410 A.2d Options: A. holding that in order to preserve an issue for review a party must make a timely and specific objection at trial B. holding that a party fails to preserve an evidentiary issue for appeal not only by failing to make a specific objection but also by making the wrong specific objection C. holding that to preserve an alleged error in the admission of evidence a timely objection must be made to the introduction of the evidence specific grounds for the objection should be stated and a ruling on the objection must be made by the trial court D. holding timely and sufficiently specific objection is required to preserve error E. recognizing that the specific argument regarding an issue must be made in the trial court to preserve that issue for appellate review

assistant: The best answer is A. holding that in order to preserve an issue for review a party must make a timely and specific objection at 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: During the Employment Term, the Company shall pay the Executive a base salary at the annual rate of $440,000, payable in regular installments in accordance with the Company’s normal payroll practices. The Executive shall be entitled to such increases in the Executive’s base salary, if any, as may be determined from time to time in the sole discretion of the board of directors of the Company (the “ Board ”) (or a committee of the Board), which shall review the Executive’s base salary on a basis no less frequent than annually. The Executive’s annual base salary, as in effect from time to time, is hereinafter referred to as the “ Base Salary .” The Base Salary may be reduced, subject to the limitations of the Good Reason definition provided for in Section 7(c)(ii)(A) of this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of appellate jurisdiction, the requirement of a final judgment prevents piecemeal litigation. Jenkins v. Cades Schutte Fleming & Wright, 76 Hawai'i 115, 118-19, 869 P.2d 1334, 1337-38 (1994) (citing Powers v. Ellis, 55 Haw. 414, 417, 520 P.2d 431, 433 (1974)). However, the purpose of collateral estoppel is to prevent inconsistent results, prevent duplicative litigation, and promote finality and'judicial economy. See Dorrance, 90 Hawai'i at 148-49, 976 P.2d at 909-10 (citations omitted). Thus, for purposes of collateral estoppel, the requirement of a final judgment ensures that the decision to be given preclu-sive effect is not tentative or subject to change. See Glover v. Fong, 42 Haw. 560, 574 (1958); see also Kauhane v. Acutron Co., Inc., 71 Haw. 458, 465, 795 P.2d 276, 279 (1990) (<HOLDING>); Silver v. Queens Hospital, 63 Haw. 430, Options: A. holding that an unappealed order is a final judgment on the merits for res judicata purposes B. holding that once the plaintiff withdrew his appeal the circuit courts judgment became final for res judicata purposes C. holding that res judicata did not apply where a trial courts order was not a final judgment D. holding that an unappealed contempt order by a bankruptcy court is a final judgment on the merits for res judicata purposes E. holding that a bankruptcy courts sale order is a final order for res judicata purposes

assistant: The best answer is B. holding that once the plaintiff withdrew his appeal the circuit courts judgment became final for res judicata purposes
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 provided herein, any payment of the Post-Closing Adjustment, together with interest calculated as set forth below, shall (A) be due (x) within 90 days of the acceptance of the applicable Closing Working Capital Statement, if there are no Disputed Amounts or (y) if there are Disputed Amounts, then within 180 days of the Closing Date if the Disputed Amounts are resolved between Seller and Buyer pursuant to Section 2.06(b)(iii) or (z) if the Disputed Amounts are resolved pursuant to Section 2.06(b)(v), then within 30 days of the final resolution thereof; and (B) be paid by wire transfer of immediately available funds to such account as is directed by Seller to Buyer or deducted from the Holdback Fund by Buyer towards the satisfaction of Seller's obligations hereunder, as the case may be. All amounts due under this Section 2.06(b)(vi) shall bear interest beginning (1) five (5) Business Days from the date of the acceptance of the applicable Closing Working Capital Statement or (2) five (5) Business Days from the date of resolution of Disputed Amounts pursuant to Section 2.06(b)(v) at the rate of four percent (4%) per annum calculated on the basis of a year of three hundred sixty (360) days.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company and the Investor shall consult with each other in issuing any press releases or otherwise making public statements with respect to the transactions contemplated hereby and no party shall issue any such press release or otherwise make any such public statement, other than as required by law, without the prior written consent of the other parties, which consent shall not be unreasonably withheld or delayed, except that no prior consent shall be required if such disclosure is required by law, in which such case the disclosing party shall provide the other party with prior notice of such public statement. Notwithstanding the foregoing, the Company shall not publicly disclose the name of the Investor without the prior written consent of the Investor, except to the extent required by law. The Investor acknowledges that this Agreement and all or part of the Transaction Documents may be deemed to be “ material contracts, ” as that term is defined by Item 601(b)(10) of Regulation S-K, and that the Company may therefore be required to file such documents as exhibits to reports or registration statements filed under the Securities Act or the Exchange Act. The Investor further agrees that the status of such documents and materials as material contracts shall be determined solely by the Company, in consultation with its counsel.

assistant: Publicity
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 failure of either the Company or Employee to insist upon the performance of any term in this Agreement shall not waive any such term or any other term of this Agreement. Instead, this Agreement shall remain in full force and effect as if no such forbearance had occurred.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: right to file a dissenting opinion. 1 . The revocation has been stayed throughout the proceedings. 2 . The DMV contends that it was prejudiced because of language in the circuit court's order that held, it responsible for the delay. Although the circuit court's order does in fact refer to DMV and OAH as a single entity in causing the delay, we find this to be harmless verbiage. In fact, the circuit court, in an amended order, clarified that it was aware that DMV and OAH were separate entities. In that amended order, the circuit court made clear that its findings regarding the prejudice caused to Mr. Staffileno remained. It should be pointed out that, prior to 2010, the administrative hearing process was under the control of DMV. See W. Va. Code § 17C-5C-5(a) (Repl. Vol. 2013) (2010) (<HOLDING>). In 2010, "[t]he Office of Administrative Options: A. recognizing the transition of the administrative hearing process from the division of motor vehicles to the office of administrative hearings B. recognizing that administrative agencies routinely apply equitable estoppel in administrative hearings and that permitting them to do so is consistent with administrative remedy exhaustion requirements and separation of powers C. holding that reconsideration of the correctness of property division was barred on appeal from the judgment enforcing that division D. holding that the discovery of evidence of crimes in the course of an otherwise proper administrative inspection does not render that search illegal or the administrative scheme suspect E. holding premature a suit filed before final administrative determination of claimants administrative claim

assistant: The best answer is A. recognizing the transition of the administrative hearing process from the division of motor vehicles to the office of administrative hearings
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 dispute, controversy or claim with respect to the breach, interpretation, performance or enforcement of this Agreement, not resolved pursuant to Section 14.1 shall be subject to the exclusive jurisdiction of the state and federal courts in the State of Delaware, and each Party hereby submits to such jurisdiction for the resolution of such Dispute and hereby waives the defense of any inconvenient forum for the maintenance of any action or proceeding in such jurisdiction for such purpose.

assistant: Jurisdictions
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 REIT Guarantor and the Borrower agree to take all further actions and execute such other documents and instruments as the Administrative Agent may from time to time reasonably request to carry out the transactions contemplated by this Agreement, the Loan Documents and all other agreements executed and delivered in connection herewith.

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: EACH PARTY TO THIS AGREEMENT HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE.

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 case excerpt and choose the best holding from the options. Case excerpt: at its option, may “require that Seller specifically perform its obligations.” Yet Potomac Creek would limit Stanford’s remedies to damages. Although we agree that expectation damages can be an adequate remedy in some cases, they will not achieve substantial justice where the benefit of the bargain to the prevailing party is difficult to calculate or realize by the payment of money. As Judge Gasch noted in the context of breach of an agreement to lease space at the then-new Tysons Corner shopping center, “money damages would in no way compensate the plaintiff for loss of the right to participate in the shopping center enterprise and for the almost incalculable future advantages that might accrue to it as a result of extending its operations.” See City Stores Co., 266 F.Supp. at 776 (<HOLDING>). In view of the presumptive suitability of Options: A. holding as a matter of law that mere fact that a contract definite in material respects contains some terms which are subject to further negotiation will not bar a decree for specific performance if in the courts discretion specific performance should be granted B. holding that if the contract can be given a definite and certain meaning or interpretation the contract is not ambiguous and will be construed by the court as a matter of law C. recognizing that a buyer may sue for specific performance of a realestate contract D. holding that a contract is not effective until the performance of the conditions precedent and that a condition precedent calls for the happening of some event or the performance of some act after the terms of the contract have been agreed on before the contract shall be binding on the parties E. holding that an action for specific performance lies in equity

assistant: The best answer is A. holding as a matter of law that mere fact that a contract definite in material respects contains some terms which are subject to further negotiation will not bar a decree for specific performance if in the courts discretion specific performance should be granted
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 Engle class. As in this case, proving class membership often hinges on the contested issue of whether the plaintiff smoked cigarettes because of addiction or for some other reason (like the reasons of stress relief, enjoyment of cigarettes, and weight control argued below). Once class membership is established, individual plaintiffs use the Phase I findings to prove the conduct elements of the six causes of action this Court upheld in Engle-, however, for the strict liability and negligence claims at issue here, they must then prove individual causation and damages.[ ] If an individual plaintiff receives a favorable verdict, it is then subject to appellate review. Therefore, the Engle defendants receive the same process as any civil defendant. See Waggoner, 835 F.Supp.2d at 1273-74 (<HOLDING>). Id. at 432 (emphasis added). Though the Court Options: A. recognizing that giving the phase i findings res judicata effect does not arbitrarily deprive the engle defendants of their property because to gain the benefit of these findings individual plaintiffs must first prove class membership and then after clearing that hurdle must prove the remaining elements of a prima facie case all of which is subject to judicial review B. holding that the trial courts putting its findings on the record at the conclusion of the states case was sufficient to satisfy 152538 because that section does not specifically limit the time within which the court must state the findings C. holding that a prima facie case is subject to independent review D. holding that because the plaintiff was not disabled for the purposes of the ada this court need not to address the other elements of the prima facie case E. holding that appellants must provide a precisely focused summary of all the evidence supporting the findings they challenge and then convince us that the trial court erred in the assessment of that evidence to its findings

assistant: The best answer is A. recognizing that giving the phase i findings res judicata effect does not arbitrarily deprive the engle defendants of their property because to gain the benefit of these findings individual plaintiffs must first prove class membership and then after clearing that hurdle must prove the remaining elements of a prima facie case all of which is subject to judicial review
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 acknowledge that the rights granted and obligations made under these terms of service to supercell are of a unique and irreplaceable nature , the loss of which shall irreparably harm supercell and which can not be replaced by monetary damages alone so that supercell shall be entitled to injunctive or other equitable relief ( without the obligations of posting any bond or surety or proof of damages ) in the event of any breach or anticipatory breach by you .

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: prior adversary proceeding to allow Defendant to change his position on this issue for purposes of this adversary proceeding. CONCLUSION Based on its conclusion that Defendant is bound by collateral estoppel to the Court’s prior determination of insolvency and equitable estoppel to his admissions that the Debtors were insolvent from 2004 through 2012, the Court concludes that Defendant’s attempt to satisfy the Loan through a stock redemption in Holding was ineffective to satisfy Defendant’s obligations under the Loan since the stock had no value at the time of the redemption. See In re Roco Corp., 701 F.2d 978 (1st Cir.1983) (finding that a corporation received nothing of value in a stock redemption because the corporation was insolvent); Schafer v. Hammond, 456 F.2d 15 (10th Cir.1972) (<HOLDING>). Based upon the foregoing and since the sole Options: A. holding that the transfer of stock in an insolvent corporation did not constitute fair consideration to support conveyance of property to its stockholder B. holding that directors of an insolvent corporation are trustees for the creditors C. holding that transfer of property to llc involved no consideration for state conveyance tax purposes because it was a unilateral act and not the result of a bargainedfor exchange D. holding in forfeiture case that circumstances surrounding mothers conveyance of stock to her soninlaw were sufficient under wisconsin law to create constructive trust in stock in daughters favor where testimony showed such was intent of conveyance despite facts that stock registered in husbands name and that no documentation supported testimony E. holding that an insolvent corporations salary payments to a corporate officer did not lack fair consideration because there was no evidence that the salary was either excessive or unreasonable or that the corporation did not receive full value in return

assistant: The best answer is A. holding that the transfer of stock in an insolvent corporation did not constitute fair consideration to support conveyance of property to its stockholder
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: No failure to exercise and no delay in exercising, on the part of the Lender any right, remedy, power or privilege hereunder or under the Forbearance Documents or the Financing Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No Affiliate of the Company (a) owns or has any interest in any property (real or personal, tangible or intangible), Company Intellectual Property or Contract used in or pertaining to the business of, the Company, (b) has any Action against the Company or (c) owes any money to, or is owed any money by (other than, with respect to any Affiliate who is an employee of the Company, wages payable in the Ordinary Course of Business), the Company. Neither the Company nor, to the Company’s knowledge, any Affiliate of the Company, nor, to the Company’s knowledge, any officer, director or employee of the Company, possesses, directly or indirectly, any financial interest in, or is a director, officer or employee of, any Person that is a supplier, lessor or lessee of the Company. Ownership of securities of a Person whose securities are registered under the Securities Exchange Act of 1934, as amended, of three percent (3%) or less of any class of such securities shall not be deemed to be a financial interest for purposes of this Section 5.23.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any waiver by either of the Parties hereto of any rights arising from a breach of any covenants or conditions of this Agreement shall not be construed as a continuing waiver of other breaches of the same nature or other covenants or conditions of this Agreement.

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: Executive shall not be entitled to receive (or continue in the case of health and other welfare benefits) any of the payments or benefits set forth in Sections 4 and 5 of this Agreement unless Executive executes a release of claims (in the form of Exhibit A hereto, subject to any modifications required to comply with applicable laws) in favor of Olin and others set forth in Exhibit A relating to all claims or liabilities of any kind relating to Executive’s employment with Olin or an affiliate and the termination of such employment and, on or prior to the 59th day following the date of Termination, Executive has not revoked such Release and the revocation period thereunder has expired in accordance with its terms (the “ Release Requirement ”).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: delivery of the required documents and fees to the clerk constituted filing. Id. at 1005 (citing Commonwealth v. O'Bryan, Utley & Company, 153 Ky. 406, 155 S.W. 1126, 1128 (1913)) ("In modern times it is usually held that a paper is filed on behalf of the party who is required to file it when he has presented it at the proper office and left it with the person in charge thereof and paid the fees for filing, if any are required.”). In contrast to the law in Kentucky at the time of Fields Motor, Kentucky law today is clear that actual notation on the title is required before a lien is truly perfected and mere filing or tender is insufficient to constitute notation. See supra Footnote 4; see also Vanderbilt Mortgage & Fin., Inc. v. Griggs (In re Griggs), 965 F.2d 54, 56 (6th Cir.1992) (<HOLDING>); Hiers v. Bank One, West Virginia, Williamson, Options: A. holding that the sensible and popular understanding of what a motor vehicle accident entails necessarily involves the motor vehicle being operated as a motor vehicle B. recognizing that in 1982 kentucky converted to a new title system for motor vehicles under which the secured creditor must perfect its security interest by noting the lien on the certificate of title to the motor vehicle C. recognizing kentucky as a state where actual notation of the secured partys lien on the certificate of title is a prerequisite for perfection of a security interest in a motor vehicle D. holding that a summons directed to the commissioner of motor vehicles was defective process as against a nonresident defendant in an action arising out of operation of a motor vehicle in this state E. holding that normal presumption of ownership in favor of holder of motor vehicle certificate of title may be rebutted despite language of minnstat 168a10 subd 5 providing that the transfer of a motor vehicle is not effective until titling requirements are complied with

assistant: The best answer is B. recognizing that in 1982 kentucky converted to a new title system for motor vehicles under which the secured creditor must perfect its security interest by noting the lien on the certificate of title to the motor vehicle
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 validity, construction, and effect of the Plan and any rules and regulations relating to the Plan and any Award Agreement shall be determined in accordance with the laws of the State of Delaware, applied without giving effect to its conflict of laws principles.

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: In the event of a breach or threatened breach by Executive of any of the provisions of this Agreement, Executive hereby consents and agrees that Employer shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damage or other available forms of relief.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable Law in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, and, for purposes of such jurisdiction, such provision or portion thereof shall be struck from the remainder of this Agreement, which shall remain in full force and effect. This Agreement shall be reformed, construed and enforced in such jurisdiction so as to best give effect to the intent of the parties under this Agreement.

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: Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information that it believes constitutes or might constitute material, non-public information which is not otherwise disclosed in the Prospectus Supplement. The Company understands and confirms that the Purchasers will rely on the foregoing representation in effecting transactions in securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, including the disclosure schedules attached hereto, is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made and when made, not misleading. The Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All materials developed by ATI Modular for AmericaTowne, if any, will belong exclusively to AmericaTowne, and will be deemed to have been developed and created by ATI Modular for AmericaTowne as “work for hire.” ATI Modular will execute any and all documents necessary to assign and transfer to the AmericaTowne all intellectual property and other rights in materials and information created for the Trinity pursuant to this Agreement.

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: claim concerning the admission of evidence related to his three prior felony convictions was raised as a state law claim, and not as a federal due process constitutional claim. Petitioner’s brief on direct appeal did not mention any due process analysis regarding this claim. Petitioner did cite to one federal case in his brief, Old Chief v. United States, 519 U.S. 172, 117 S.Ct. 644, 136 L.Ed.2d 574 (1997). In Old Chief, the Court considered whether the State could introduce evidence regarding the nature of a prior offense to prove possession of a firearm by a prohibited person. However, the Old Chief decision was based on Rule 403 of the Federal Rules of Evidence, and not on any constitutional analysis. See also Sims v. Larson, 2002 WL 1497922 at *4 & n. 7 (N.D.Cal. Jul.2, 2002) (<HOLDING>). That Old Chief was being cited to analogize Options: A. holding that the burden is upon the state under the applicable federal rules of evidence B. recognizing that old chief was based entirely on the federal rules of evidence rather than the constitution C. holding that a change between old and new rules was fundamental to a degree that impacts our jurisdiction over the plaintiffs challenges to the old rules D. recognizing that the federal rules of evidence do not apply to sentencing hearings E. recognizing privilege under federal rules

assistant: The best answer is B. recognizing that old chief was based entirely on the federal rules of evidence rather than the constitution