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

user: Read the legal provision and list the applicable contract clause categories. Provision: The foregoing notwithstanding and notwithstanding any contrary provision of the Plan, in the event a Change in Control occurs while Participant remains a service provider of the Company or a parent or subsidiary of the Company, the Shares of Restricted Stock (or, if applicable, the qualifying Replacement Award (as defined below)) shall vest in full (x) upon such Change in Control, if no qualifying Replacement Award is provided, or (y) upon a termination of the employment of Participant within two years following such Change in Control, if such termination is by the Company without Cause (as defined in Participant’s Employment Agreement) or by Participant for Good Reason (as defined in Participant’s Employment Agreement). An award shall qualify as a Replacement Award if it satisfies the standards for substitution or assumption set forth in Section 15(c) of the Plan. For clarity, the Shares of Restricted Stock shall not automatically vest upon a Change in Control if a qualifying Replacement Award is provided therefor.

assistant: Change In Control
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: we will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us , as described in our copyright policy ( https://support.twitter.com/articles/15795 ) .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: NO FAILURE BY ANY GUARANTEED PARTY TO EXERCISE, AND NO DELAY IN EXERCISING, ANY RIGHT, REMEDY OR POWER HEREUNDER SHALL OPERATE AS A WAIVER THEREOF, NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY RIGHT, REMEDY OR POWER HEREUNDER PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT, POWER OR REMEDY. THE REMEDIES HEREIN PROVIDED ARE CUMULATIVE AND NOT EXCLUSIVE OF ANY REMEDIES PROVIDED BY LAW OR IN EQUITY. THE UNENFORCEABILITY OR INVALIDITY OF ANY PROVISION OF THIS GUARANTY SHALL NOT AFFECT THE ENFORCEABILITY OR VALIDITY OF ANY OTHER PROVISION HEREIN. UNLESS OTHERWISE AGREED BY THE ADMINISTRATIVE AGENT AND EACH GUARANTOR IN WRITING, THIS GUARANTY IS NOT INTENDED TO SUPERSEDE OR OTHERWISE AFFECT ANY OTHER GUARANTY NOW OR HEREAFTER GIVEN BY ANY GUARANTOR OR ANY OTHER GUARANTOR FOR THE BENEFIT OF THE GUARANTEED PARTIES OR ANY TERM OR PROVISION THEREOF.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower has furnished its most recent filings with the SEC on Forms 10 ‑K and 10 ‑Q. Such Forms 10 ‑K and 10 ‑Q do not, as of the dates specified therein or for the periods covered thereby, as applicable, contain any untrue statement of a material fact or omit to state a material fact necessary to make any statement therein, in light of the circumstances under which it was made, not materially misleading as of such dates or for such periods, as applicable, in light of the circumstances under which such statements were made. Each of the financial statements in such Forms 10 ‑K and 10 ‑Q has been, and each of the most recent financial statements to be furnished pursuant to Section 5.02 will be, prepared in accordance with GAAP applied consistently with prior periods (subject, in the case of any such unaudited financial statements, to the absence of footnotes and normal year-end audit adjustments), except as therein noted and except for changes in FASB ASC 840, and fairly presents or will fairly present in all material respects the consolidated financial position of the Borrower and its Subsidiaries as of the date thereof and the results of the operations of the Borrower and its Subsidiaries for the period then ended.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Family Health did so, and it repeatedly certified to the government, as it was contractually obligated to do, that it had not. As discussed above, Relators have described specific incidences of the well pled “cherry picking” scheme. Therefore, their inability to provide the certifications’ dates, identification numbers, or verbatim content does not preclude them from adequately pleading a false claim. See Lusby, 570 F.3d at 854. As the Seventh Circuit has recognized, a relator is unlikely to have access to the particular certifications, and therefore precluding a plaintiff from asserting a False Claims Act cause of action because the relator does not have access to the particular paperwork would excise “a big bite out of qui tarn litigation.” Id. But cf. Fowler, 496 F.3d at 742 (<HOLDING>). IY. Relators Fail to Allege that the Options: A. holding that the group pleading doctrine survives the pslra as to rule 9bs particularity requirements but does not apply to the pslras scienter requirements B. holding plaintiffs fraud claim failed rule 9b particularity requirement which in turn meant deceptive trade practices claim failed the particularity requirement C. holding that plaintiffs must provide more than conclusory allegations to satisfy rule 9bs requirement that circumstances of fraud be pleaded with particularity D. holding that the plaintiffs failed to meet rule 9bs particularity requirement where they did not present any evidence at an individualized transactional level E. holding that plaintiffs did not satisfy particularity requirement where plaintiffs assertions were based in part on the statements of unnamed former employees

assistant: The best answer is D. holding that the plaintiffs failed to meet rule 9bs particularity requirement where they did not present any evidence at an individualized transactional level
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as otherwise expressly provided by the DGCL or this Amended and Restated Certificate of Incorporation, the management of the business and the conduct of the affairs of the Corporation shall be vested in its Board of Directors.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The representations and warranties made by KYLK in Section 4 of this Agreement shall be (and tender by KYLK of any documents required to be delivered at the Closing by it shall constitute a representation by KYLK at the Closing that, except as otherwise specifically approved in writing by FHPI, such representations and warranties of KYLK are) true and correct in all material respects on and as of the Closing Date with the same force and effect as though all such representations and warranties had been made on and as of the Closing Date after giving effect to any transactions or other actions contemplated hereby.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of the parties irrevocably submits to the exclusive jurisdiction and service and venue in any federal or state court sitting in the State of Delaware for the purposes of any action, suit or proceeding arising out of or with respect to this Agreement. Each of the parties irrevocably and unconditionally waives any objections to the laying of venue of any action, suit or proceeding relating to this Agreement in any federal or state court sitting in the State of Delaware, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Each of the parties hereto hereby irrevocably waives the right to A trial by jury.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: You have up to 45 days after you first receive this Agreement to review it. You are advised to consult an attorney of your own choosing (at your own expense) before signing this Agreement. You have seven days after you sign this Agreement to revoke it. If you wish to revoke this Agreement after signing it, you may do so by delivering a letter of revocation to me within that seven-day period. If you do not revoke this Agreement within that time period, this Agreement will become effective on the eighth day after the date you sign it (the “Effective Date”). Because of the seven-day revocation period, no part of this Agreement will become effective or enforceable until the Effective Date.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In the event of a breach or threatened breach of any of Participant’s duties and obligations under this Article VIII, the Company shall be entitled, in addition to any other legal or equitable remedies it may have in connection therewith (including any right to damages it may suffer), to (a) temporary, preliminary and permanent injunctive relief restraining such breach or threatened breach, (b) cease making payments or providing benefits under Section 3.4 or 3.6 of the Plan (other than the Accrued Obligations and Vested Benefits), and (c) any other relief obtainable through statutory or common‑law means (including, but not limited to, applicable trade secrets law). By signing the Participation Notice, Participant expressly acknowledges that the harm that might result to the Company’s business as a result of any noncompliance by Participant with the provisions of this Article VIII would be irreparable. By signing the Participation Notice, Participant specifically agrees that if there is a question as to the enforceability of any of the provisions of this Article VIII, Participant will not engage in any conduct inconsistent with or contrary to this Article VIII until after the question has been resolved by a final judgment of a court of competent jurisdiction. The restrictions stated in this Article VIII are in addition to and not in lieu of protections afforded to trade secrets and confidential information under applicable law. Nothing in this Article VIII is intended to or shall be interpreted as diminishing or otherwise limiting the Company’s right under applicable law to protect its trade secrets and confidential information.

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 case excerpt and choose the best holding from the options. Case excerpt: Convention Against Torture (“CAT”). We have jurisdiction under 8 U.S.C. § 1252. Where, as here, the BIA affirms without an opinion, we review the IJ’s decision directly. See Falcon Carriche v. Ashcroft, 350 F.3d 845, 849 (9th Cir.2003). We review for substantial evidence an adverse credibility determination. Chebchoub v. INS, 257 F.3d 1038, 1042 (9th Cir.2001). We grant the petition and remand. The IJ failed to address petitioner’s explanation for an inconsistency between his testimony and his wife’s affidavit, for a dispute regarding testimony given to an asylum officer, and for his testimony that no others were arrested when he was arrested. The IJ’s findings in this regard cannot support the adverse credibility determination. See Kaur v. Ashcroft, 379 F.3d 876, 887 (9th Cir.2004) (<HOLDING>). In addition, the IJ’s finding that Singh Options: A. holding that any alleged inconsistencies in dates that reveal nothing about a petitioners credibility cannot form the basis of an adverse credibility finding B. holding that it is error for an ij to rely upon the petitioners inability to obtain live testimony from persons living abroad to support an adverse credibility determination C. holding that an ij made an explicit credibility when the ij found testimony not credible based on several enumerated inconsistencies D. holding that inconsistencies between an application and testimony can serve as the basis for adverse credibility findings where the testimonial change goes to the heart of a petitioners claim E. holding an ij must to address a petitioners explanation for inconsistencies to rely upon them as the basis for an adverse credibility finding

assistant: The best answer is E. holding an ij must to address a petitioners explanation for inconsistencies to rely upon them as the basis for an adverse credibility finding
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: social value as a step to truth that any benefit that may be derived from them is clearly outweighed by the social interest in order and morality.’ ” Id. at 382-83, 112 S.Ct. at 2542-43 (quoting Chaplinsky v. New Hampshire, 315 U.S. 568, 572, 62 S.Ct. 766, 769, 86 L.Ed. 1031 (1942)). Thus, First Amendment protection “does not include a freedom to disregard these traditional limitations,” thereby allowing government to regulate obscenity, defamation, “fighting words,” id. at 383, 112 S.Ct. at 2543 (citing Chaplinsky, 315 U.S. at 572, 62 S.Ct. at 769), and threats of violence. See id. at 383, 388, 112 S.Ct. at 2546 (citing Watts v. United States, 394 U.S. 705, 707, 89 S.Ct. 1399, 1401, 22 L.Ed.2d 664 (1969)); see also In re: Steven S., 25 Cal.App.4th 598, 31 Cal.Rptr.2d 644, 647 (1994) (<HOLDING>); Florida v. T.B.D., 656 So.2d 479, 480-81 Options: A. holding that the first amendment does not protect true threats against the president B. holding that although the father did not have physical custody of his children at the time they were removed the children were nonetheless effectively removed from both their parents when they were removed from the physical custody of the mother and placed in another home pursuant to the dispositional decree C. holding that threats to inflict financial or personal harm are not true threats where no ones personal safety is threatened D. holding that threats and fighting words are removed from the scope of the first amendment E. holding that the defendants purchase of a firearm and ammunition on the same day that he made a threat demonstrates that his threats are more than mere puffery and evidences an intent to carry out the threats

assistant: The best answer is D. holding that threats and fighting words are removed from the scope of the first amendment
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: phase in light of all the surrounding circumstances. Hooks, 19 P.3d at 312 nn. 33 & 36, 314 n. 51, 317 n. 57, 318 n. 68. Whether the OCCA majority undertook to analyze Hooks’s claim in a manner consistent with Lowenfield cannot be definitively determined from the opinion. Although the opinion of the OCCA cites to Lowenfield in two footnotes, it does so only to briefly note (1) a quick return of a verdict following an Allen charge can indicate coercion, (2) an instruction to a deadlocked jury not to surrender honestly held beliefs reduces coercion, and (3) a jury instruction as to the consequences of failing to reach unanimity reduces coercion. Hooks, 19 P.3d at 310 & n. 24; Id. at 310 n. 25. But cf. Early v. Packer, 537 U.S. 3, 8, 123 S.Ct. 362, 154 L.Ed.2d 263 (2002) (per curiam) (<HOLDING>). Nowhere does the OCCA indicate it is Options: A. holding that evidence contrary to an administrators decision does not make the decision arbitrary and capricious so long as a reasonable basis appears for the decision B. holding aedpas contrary to clause does not require citation of our cases indeed it does not even require awareness of our eases so long as neither the reasoning nor the result of the statecourt decision contradicts them C. holding that failure to cite federal law does not mean that state court decision was contrary to established federal law state court need not even be aware of supreme court precedents so long as neither the reasoning nor the result of the statecourt decision contradicts them D. holding that to pass muster under the contrary to prong a state court need not cite relevant supreme court precedent or even be aware of relevant cases so long as neither the reasoning nor the result of the statecourt decision contradicts them E. recognizing that a failure to cite supreme court decisions does not itself suggest a state court decision is contrary to such precedents so long as neither the reasoning nor the result of the statecourt decision contradicts them

assistant: The best answer is B. holding aedpas contrary to clause does not require citation of our cases indeed it does not even require awareness of our eases so long as neither the reasoning nor the result of the statecourt decision contradicts them
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 Incentive Stock Option shall be exercisable after the expiration of ten (10) years from the date of its grant or such shorter period specified in the Option Agreement; provided, however , that an Incentive Stock Option granted to a Ten Percent Stockholder shall be subject to the provisions of Section 5(b).

assistant: Terms
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: As a condition of Employee’s employment with the Company, the Employee has executed the Founder Invention and Non-Disclosure Agreement and the Founder Invention and Non-Disclosure Agreement, both of which the Company and Employee acknowledge and agree shall be considered separate contracts. In addition, Employee represents and warrants that Employee shall be able to and will continue to perform the duties of Employee’s position without utilizing any material confidential and/or proprietary information that Employee may have obtained in connection with employment with any prior employer, and that Employee shall not (i) disclose any such information to the Company, or (ii) induce any Company employee to use any such information, in either case in violation of any confidentiality obligation, whether by agreement, by operation of law or otherwise.

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 case excerpt and choose the best holding from the options. Case excerpt: to be a “top hat” plan. A top hat plan is “unfunded” and exists primarily to provide “deferred compensation” to a “select group of management or highly compensated employees.” 29 U.S.C. § 1051(2); see Healy v. Rich Prods. Corp., 981 F.2d 68, 72 (2d Cir.1992). Substantial evidence supports the district court’s finding. ERISA’s participation and vesting rules govern the nonforfeitability requirements of plans covered by ERISA. 29 U.S.C. § 1053. ERISA exempts top hat plans from its nonforfeitability protection. Id. § 1051(2). ERISA’s failure to protect top hat plans from the forfeiture provisions contained in those plans allows a top hat plan to include enforceable noncompete forfeiture provisions even if these provisions are not enforceable under state law. See Bigda, 898 F.Supp. at 1016 (<HOLDING>); see also Lojek v. Thomas, 716 F.2d 675, Options: A. holding that noncompete provisions survived the expiration of an employment agreement where 1 the contract expressly provided that the provisions would continue to apply if the employee continued working and 2 the noncompete clause expressly stated it would continue to be in effect after the expiration or termination of employment B. holding new york law may prohibit noncompete forfeiture provisions but erisa statutes allow forfeiture of all deferred compensation benefits under noncompete forfeiture provisions in a top hat plan C. holding that plaintiffemployers claim that defendant violated noncompete agreement did not arise out of defendants businessrelated visits to new york D. holding that under arkansas law maximum duration of noncompete clause incident to employment agreement is three years E. holding even though idaho law does not permit the enforcement of noncompete clauses in employment contracts erisa statutes allow forfeiture of pension benefits in excess of erisas minimum vesting requirements in noncompete clauses

assistant: The best answer is B. holding new york law may prohibit noncompete forfeiture provisions but erisa statutes allow forfeiture of all deferred compensation benefits under noncompete forfeiture provisions in a top hat plan
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: discuss what occurred at the Grant trial — a trial that was terminated early because a settlement was reached. Moreover, Colleton, Dr. Meacher, and Meacher P.A. expressly denied any negligence or fault resulting from Grant’s medical treatment as part of the settlement agreement. As noted above, the stipulations are not accompanied by a transcript of the Grant trial and thus provide an incomplete picture of that trial. We believe these stipulations were akin to stipulations as to the law. Therefore, the circuit court was not required to accept these stipulations as conclusive proof that Dr. Meacher was liable for causing Grant’s injuries, or as conclusive proof that Colleton was not liable. See Greenville Cnty. Fair Ass’n v. Christenberry, 198 S.C. 338, 345, 17 S.E.2d 857, 859 (1941) (<HOLDING>); McDuffie v. McDuffie, 308 S.C. 401, 409-10, Options: A. holding that arbitration award is binding on the parties B. recognizing that decisions of lower federal courts interpreting federal law are not binding on state courts C. holding that a stipulation as to the law is generally not binding upon the courts D. holding that the confrontation clause of the sixth amendment is applicable to the states and therefore the us supreme courts interpretation of the provision is binding upon this court E. recognizing the supreme courts interpretation of the federal feloninpossession statute as binding

assistant: The best answer is C. holding that a stipulation as to the law is generally not binding upon the courts
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 Executive shall be entitled to participate in the Company’s employee benefit plans, including life insurance, medical, health and accident, disability, and vacation plans (but no less than five (5) weeks’ vacation per year) as in effect from time to time (collectively, “ Employee Benefits ”), on the same basis as those benefits are generally made available to other senior executives of the Company. For the avoidance of doubt, the Executive will not receive housing or travel allowances nor will the Executive be able to participate in the BancTec Limited Pension Scheme.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: There shall be deducted from each payment made under the Plan or other compensation payable to the Participant all taxes which are required to be withheld by the Company in respect to such payment under this Plan. The Company shall have the right to reduce any payment (or other compensation) by the amount of cash sufficient to provide the payment amount of said taxes.

assistant: Withholdings
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 cooperation. Cf. N.Y. UCC §§ 9-601(a), 9-609(c). 20 . See also Ed Peters Jewelry Co. v. C & J Jewelry Co., 124 F.3d 252, 267 (1st Cir. 1997) (UCC "commercial reasonableness" and successor liability, noting that "existing case law overwhelmingly confirms that an intervening foreclosure sale affords an acquiring corporation no automatic exemption from successor liability”); Kaiser Found. Health Plan v. Clary & Moore, P.C., 123 F.3d 201, 207-09 (4th Cir. 1997) (successor liability); Stoumbos v. Kilimnik, 988 F.2d 949, 962 (9th Cir. 1993) ("The mere fact that the transfer of assets involved foreclosure on a security interest will not insulate a successor corporation from liability where other facts point to continuation."); cf. Orr v. Kinderhill Corp., 991 F.2d 31, 35-36 (2d Cir. 1993) (<HOLDING>); Halbhuber, Debt Restructurings (manuscript at Options: A. holding that a spouse was bound by a conveyance of community property to which she was not a party because of her knowledge and acquiescence to the conveyance B. holding that a general creditor does not have a property interest superior to defendants in any particular asset or funds until he has obtained some judgment and secures that asset or those funds C. holding bankruptcy courts cannot enter final judgment on fraudulent transfer claims D. holding that asset transfer to spinoff created in context of restructuring which favored new stockholders over judgment creditor constituted fraudulent conveyance E. holding that debtors cannot claim an exemption in a homestead after trustee avoided the transfer of the property as a fraudulent conveyance because the transfer by the debtors was voluntary

assistant: The best answer is D. holding that asset transfer to spinoff created in context of restructuring which favored new stockholders over judgment creditor constituted fraudulent conveyance
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 date and time of the Closing (the “ Closing Date ”) shall be 10:00 a.m., New York City time, on the date hereof (or such other date and time as is mutually agreed to by the Company and the Buyer) after the satisfaction (or waiver, to the extent legally permissible) of the conditions to the Closing set forth in Sections 7 and 8 , at the offices of Olshan Frome Wolosky LLP, 1325 Avenue of the Americas, New York, New York 10019.

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 case excerpt and choose the best holding from the options. Case excerpt: a “broad and practical definition of ‘interrogation.’ ” E.g., Glover v. State, 677 So.2d 374 (Fla. 4th DCA 1996). Applying Innis, we conclude that the trooper’s statement to Origi was the “functional equivalent” of interrogation. First, unlike Innis, this case does not involve the police equivalent of a water cooler conversation, where one officer makes a comment to another in the suspect’s presence. Rather, the comment here was directed at the suspect himself (i.e., “That’s a lot of drug’s you had”). That fact distinguishes this case from those polic DCA 1995) (“The tactic of ‘[confronting the accused with incriminating evidence [against him] is a common and traditional method of prompting a recalcitrant suspect to confess.’ ”); Lornitis v. State, 394 So.2d 455 (Fla. 1st DCA 1981) (<HOLDING>). Third, Origi was not merely in custody; the Options: A. holding tip to be sufficiently reliable where the officer confirmed an informants description of the suspects appearance and location though the officer did not personally witness any criminal behavior B. holding that use of deadly force was justified against a suspect when officer forced to make a splitsecond decision relied on his reasonable belief that another officer had seen a gun in the suspects hands even though the suspects hands were handcuffed in front of him and the defendant officer never saw a weapon C. holding that defendant who was a passenger in a car had joint constructive possession of drugs found next to the defendants luggage in truck of car even where she disclaimed ownership of the drugs D. holding the same where an officer instructed two suspects to identify their personal belongings in the cargo area of a truck where the officer had also found bails of drugs E. holding that although jury found officer not to have had probable cause for arrest officer was entitled to immunity because law was not clearly established as to circumstances in which officer found himself

assistant: The best answer is D. holding the same where an officer instructed two suspects to identify their personal belongings in the cargo area of a truck where the officer had also found bails of drugs
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: has filed an answer to the motion, and the defendant has filed a reply. The other defendants, Saginaw County Department of Public Health and Kevin Datte, filed their answer to the complaint on May 1, 2003. These defendants have not joined defendant Marion Township’s motion. The Court heard arguments from the parties through their respective counsel in open court on August 27, 2003, and the motion is now ready for decision. II. Motions to dismiss are governed by Rule 12(b) of the Federal Rules of Civil Procedure. Rule 12(b)(1) permits dismissal for “lack of jurisdiction over the subject matter.” Lack of subject matter jurisdiction may be asserted at any time, either in a pleading or in a motion. Fed.R.Civ.P. 12(b)(1); In re DeLorean Motor Co., 991 F.2d 1236, 1240 (6th Cir.1993) (<HOLDING>). “Where subject matter jurisdiction is Options: A. holding that a claim must be facially plausible in order to survive a motion to dismiss B. holding that to survive a motion to dismiss a complaint must contain either direct or indirect allegations respecting all material elements to sustain a recovery under some viable legal theory C. holding that plaintiffs allegations of abuse did not amount to the allegations of torture required by 1605a7 to survive a motion to dismiss D. holding that complaint alleging a conspiracy to deprive plaintiff of his civil rights cannot survive motion to dismiss based on conclusory allegations of conspiracy which are not supported by references to material facts E. holding plaintiffs must provide particularized allegations as to why demand would be futile to survive a motion to dismiss conclusory allegations are not enough

assistant: The best answer is B. holding that to survive a motion to dismiss a complaint must contain either direct or indirect allegations respecting all material elements to sustain a recovery under some viable legal theory
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof or thereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, will remain in full force and effect and will in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby or thereby, as the case may be, is not affected in any manner adverse to either Party. Upon such determination, the Parties will negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the Parties.

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: If any restriction set forth in this Section 6 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. If Mr. Taranto violates the provisions of this Section 6, he shall continue to be bound by the restrictions set forth herein until a period of twelve (12) months (counting the period before the violation commenced and after the violation has ceased) has expired without any violation of such provisions or until the Non-Competition Period has expired, whichever is longer.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: The court held that no indictable conspiracy existed where the only parties were the defendant and government agents or informants, and that the district court had abused its discretion in denying an evidentiary hearing to determine whether the person with whom the defendant purportedly conspired was actually a government agent. The court, moreover, observed that “[i]f Barboa pled guilty to something which was not a crime, he is not now precluded from raising this jurisdictional defect, which goes ‘to the very power of the State to bring the defendant into court to answer the charge brought against him.’ ” Id. at 1423 n. 3 (quoting Blackledge v. Perry, 417 U.S. 21, 30, 94 S.Ct. 2098, 2103, 40 L.Ed.2d 628 (1974). See also United States v. Ruizdel Valle, 8 F.3d 98 (1st Cir.1993) (<HOLDING>). We note, moreover, that every circuit court Options: A. holding that defendant should have been allowed to withdraw guilty plea postsentence in part on basis that the same district judge ruled that similar facts in codefendants case did not constitute crime B. holding that a defendant who is allowed to withdraw his plea must either withdraw his plea to all charges or to none when his plea to all charges was part of an agreement with the state C. holding that the fact that a judge had ruled against the defendant is not a basis for finding the judge prejudiced D. holding that district court did not abuse its discretion in denying a motion to withdraw guilty plea filed three weeks after entering the plea E. holding that no constitutional violation occurred where state prosecutor did not allow defendant to withdraw guilty plea and reinstated additional charges after defendant violated plea agreement by failing to testify truthfully at codefendants trial

assistant: The best answer is A. holding that defendant should have been allowed to withdraw guilty plea postsentence in part on basis that the same district judge ruled that similar facts in codefendants case did not constitute crime
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: falls beyond the scope of the policy problem that § 7434 was designed to address. Moreover, this narrow view of the scope of actionable frauds under § 7434(a) accords with Congress’s express desire “not., .to open the door to unwarranted or frivolous actions or abusive litigation practices,” such as “an unfounded or frivolous action... by a current..-employee of an employer who is not pleased with one or more items that his or her current or former employer has included on the employee’s Form W-2.” House Report at 35. Thus, to the extent any inference is warranted from the legislative history and purpose of § 7434, that inference supports the conclusion that “with respect to... ” limits the types of actionable fraud, a conclusion consistent with the co 7, 442 (4th Cir.1999) (<HOLDING>). To read § 7434(a) as creating a private cause Options: A. holding that a state is not a person under 42 usc 1983 B. holding that 42 usc 1983 does not provide a remedy for flsa violations C. holding the flsa does not provide the exclusive remedy for violations of its mandates D. holding that person in 42 usc 1983 does not include states E. holding that 1983 does not provide a remedy if there is no violation of federal law

assistant: The best answer is B. holding that 42 usc 1983 does not provide a remedy for flsa violations
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement, together with all exhibits hereto, embodies the entire understanding between the Parties relating to the subject matter hereof and supersedes all prior understandings and agreements, whether written or oral. This Agreement may not be varied except by a written document signed by duly authorized representatives of both Parties.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: [her] customer service duties to Glen Stickler” and did not allow her to attend certain training sessions that Bello and Stickler were allowed to attend. (Id. ¶ 125.) Plaintiffs allegation that Porter “did not appear to be threatened by ... male employees” (Walfoort Deck, Ex. 3 ¶20), could further support her claim that defendants’ proffered explanation for her termination is mere pretext. Although Porter and Green are both African-American, plaintiffs claim of racial discrimination against them does not fail as a matter of law. Intra-racial discrimination is actionable under § 1981. Saint Francis Coll. v. Al-Khazraji, 481 U.S. 604, 609-10, 612-13, 107 S.Ct. 2022, 95 L.Ed.2d 582 (1987); see also Hansborough v. City of Elkhart Parks & Recreation Dept., 802 F.Supp. 199, 206 (N.D.Ind.1992)(<HOLDING>); Franceschi v. Hyatt Corp., 782 F.Supp. 712, Options: A. holding that because plaintiff did not apply for a job he could not be rejected in a title vii case B. holding white female employee lacks standing under title vii to allege injury on behalf of black applicants to employment agency who were discriminated against because of race C. holding in a title vii case but relying on 1981 cases that the issue is not the plaintiffs physical characteristics but whether he was discriminated against by other africanamericans because he was born black D. holding that the plaintiff will be entitled to recovery if he convinces the trier of fact that puerto ricans discriminated against him because he was born puerto rican E. holding that the plaintiff had stated a claim under 42 usc 1981 when he alleged that he was prohibited from using the restroom at a burger king after ordering and eating a meal because he was black

assistant: The best answer is C. holding in a title vii case but relying on 1981 cases that the issue is not the plaintiffs physical characteristics but whether he was discriminated against by other africanamericans because he was born black
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 Trustee and each Series 2016-1 Note Owner agrees, by its acceptance and holding of a beneficial interest in a Series 2016-1 Note, that it shall not disclose any Confidential Information to any Person without the prior written consent of HVF II, which such consent must be evident in a writing signed by an Authorized Officer of HVF II, other than (a) to their Affiliates and their officers, directors, employees, agents and advisors (including legal counsel and accountants) and to actual or prospective assignees and participants, and then only on a confidential basis and excluding any Affiliate, its officers, directors, employees, agents and advisors (including legal counsel and accountants), any prospective assignee and any participant, in each case that is a Disqualified Party, (b) as required by a court or administrative order or decree, governmental or regulatory authority or self-regulatory organization or required by any statute, law, rule or regulation or judicial process (including any subpoena or similar legal process), (c) to any Rating Agency providing a rating for the Series 2016-1 Notes or any other nationally-recognized rating agency that requires access to information to effect compliance with any disclosure obligations under applicable laws or regulations, (d) in the course of litigation with HVF II, the Group I Administrator or Hertz or (e) any Series 2016-1 Noteholder.

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 case excerpt and choose the best holding from the options. Case excerpt: v. State Farm Fire and Cas. Co., 770 F.Supp. 558 (D.Nev.1991) (applying Nevada law); Millar v. State Farm Fire & Cas. Co., 167 Ariz. 93, 804 P.2d 822 (Ariz.Ct.App.1990)). Because the question of whether the efficient proximate cause doctrine should apply in first party property claims is an issue of first impression in Maryland, I must predict how the Maryland Court of Appeals would rule were it to confront this issue. See Delawder v. American Woodmark Corp., 178 Fed.Appx. 197, 202 n. 3 (4th Cir.2006) (because neither the West Virginia legislature nor any West Virginia court had defined the term within the context of the statute, “we must predict how the West Virginia Supreme Court would define this term if it had to confront this issue”); Doe v. Doe, 973 F.2d 237, 240 (4th Cir.1992) (<HOLDING>). I conclude that the Maryland Court of Appeals Options: A. holding that a federal court sitting in diversity is bound to follow the law of the forum state B. holding that uncertainty for pullman abstention means that a federal court cannot predict with any confidence how a states highest court would decide an issue of state law C. holding that federal courts sitting in diversity shall apply state substantive law D. holding that a federal court sitting in diversity must predict how a state court would decide an issue E. holding that a federal court must decide an issue regarding the interpretation of a state law according to its anticipation of how the highest state court would hold

assistant: The best answer is D. holding that a federal court sitting in diversity must predict how a state court would decide an issue
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 provide Executive’s reasonable cooperation in connection with any pending claim, litigation, regulatory or administrative proceeding involving the Company (or any appeal from any action or proceeding) arising out of or related to the period when Executive was employed by the Company. In the event that Executive’s cooperation is requested after the termination of his employment, the Company shall (i) use its reasonable efforts to minimize interruptions to his personal and professional schedule and (ii) reimburse Executive for all reasonable and appropriate out-of-pocket expenses actually incurred by him in connection with such cooperation upon reasonable substantiation of such expenses.

assistant: Cooperation
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 U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 444 U.S. 505 100 S.Ct. 992 62 L.Ed.2d 701 Gentry CROWELL, Secretary of State of Tennessee, et al.v.Richard MADER et al No. 78-1780 Supreme Court of the United States February 19, 1980 PER CURIAM. 1 The petition for rehearing is granted. 2 In Kopald v. Carr, 343 F.Supp. 51 (MD Tenn.1972), the District Court applied this Court's earlier holding in Baker v. Carr, 369 U.S. 186, 82 S.Ct. 691, 7 L.Ed.2d 663 (1962), to invalidate two senatorial districting plans. That decision resulted in the formulation of a so-called court ordered "Kopald Plan." That plan was superseded by a 1973 legislative plan. 3 In this litigation the District Court invalidated the 1973 legislative plan. It enjoined the defendants from conducting any elections pursuant to that plan and retained jurisdiction to review whatever substitute the Tennessee General Assembly might enact prior to June 1, 1979, or, if necessary, to reinstate the 1972 "Kopald Plan." The court further ordered a hearing to award fees to plaintiffs' counsel. 4 In response to the State's appeal to this Court, appellees pointed out that the legislature had enacted a new plan effective on June 6, 1979, argued that the controversy over the validity of the 1973 legislative plan had therefore become moot, and requested that the appeal therefore be dismissed. This Court, following a practice that is appropriate when an entire case has become moot but which is inappropriate when only the issues raised on appeal have been resolved, entered an order directing that the judgment of the District Court be vacated and that the entire action be dismissed as moot. 444 U.S. 806, 100 S.Ct. 25, 62 L.Ed.2d 18. 5 The recent legislation did not moot the entire case, but only the issues raised on appeal. Appellees may still wish to attack the newly enacted legislation or apply for attorney's fees. We therefore vacate our prior order. In lieu thereof, we direct that the judgment of the District Court be vacated without prejudice to such further proceedings in the District Court as may be appropriate. See Diffenderfer v. Central Baptist Church, 404 U.S. 412, 92 S.Ct. 574, 30 L.Ed.2d 567 (1972). 6 It is so ordered.

assistant: 9
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 to the extent preempted by federal law, the provisions of the Plan shall be construed and interpreted according to the laws of the State of Connecticut (other than those conflict of law rules that could lead to the application of another state’s laws).

assistant: Governing Laws