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: United States v. Galloway, 56 F.3d 1239, 1240 (10th Cir. 1995) (en banc). When such claims are pursued on direct appeal, they “are presumptively dismissible, and virtually all will be dismissed.” Id. By encouraging collateral proceedings, this rule allows the district court to develop the factual record and to reach an initial decision on the merits of the claim. See Massaro v. United States, 538 U.S. 500, 505-06, 123 S.Ct. 1690, 155 L.Ed.2d 714 (2003). It also ensures that we have an adequate appellate record upon which to base our decision. Galloway, 56 F.3d at 1240. We have, of course, permitted exceptions to this general rule, but only where the factual record on ineffectiveness is fully developed. See, e.g., United States v. Hamilton, 510 F.3d 1209, 1213 (10th Cir. 2007) (<HOLDING>); United States v. Carr, 80 F.3d 413, 416 n. 3 Options: A. holding that the fact that an ineffectiveness claim is raised and adjudicated on direct appeal will not procedurally bar an ineffectiveness claim in a proceeding under 28 usc 2255 where new reasons are advanced in support of that claim B. holding that the appellate standard of review of ineffectiveness claim is de novo C. holding than an ineffectiveness claim was reviewable on direct appeal where the district court held a lengthy hearing on the matter and a factual record enabling appellate review already existfed D. holding that the record on direct appeal was insufficiently developed to permit the appellate court to assess the merits of the claim E. holding ineffective assistance of counsel claims may be decided on direct appeal where the district court has developed a record on the ineffectiveness issue

assistant: The best answer is C. holding than an ineffectiveness claim was reviewable on direct appeal where the district court held a lengthy hearing on the matter and a factual record enabling appellate review already existfed
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 shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of New York or in the federal courts located in New York, New York. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens . In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The financial statements and the related notes thereto of the Company and its consolidated subsidiaries included or incorporated by reference in the documents filed by the Company with the SEC under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder (the “ Exchange Act ”) since January 1, 2016 and prior to the date of this Agreement (the “ Exchange Act Documents ”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as of the dates indicated and the results of their operations and their cash flows for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“ GAAP ”) applied on a consistent basis throughout the periods covered thereby (except as disclosed in the Exchange Act Documents).

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: move to dismiss Gaines’ RICO claims. The court need only address whether Gaines has alleged an injury to his business or property. 18 U.S.C. § 1964(c) provides that a person injured in his business or property by reason of a violation of RICO may recover treble damages and attorney’s fees. Section 1964(c) imposes a significant limitation upon the types of injuries that are compensable under RICO. In this case, it is unclear precisely what injuries Gaines alleges that he suffered. He has not responded to defendants’ motions to dismiss and his pleadings are not models of clarity on this issue. Nevertheless, this court may not dismiss Gaines’ RICO claims in the Fed.R.Civ.P 339, 99 S.Ct. 2326, 2331, 60 L.Ed.2d 931 (1979)). Rylewicz v. Beaton Servs., Ltd., 888 F.2d 1175, 1180 (7th Cir.1989) (<HOLDING>); Grogan v. Platt, 835 F.2d 844, 847-48 (11th Options: A. holding that under the common law a claim for personal injuries died with the victim B. holding that recovery for loss of consortium is a right separate and apart from right of injured spouse to receive compensation for personal injuries C. holding that the appropriate state statute of limitations to borrow for section 1983 actions is that for recovery of damages for personal injuries D. holding that 1964c does not permit recovery for personal injuries E. holding that the avoidance powers provide for recovery only if the recovery is for the benefit of the estate

assistant: The best answer is D. holding that 1964c does not permit recovery for personal injuries
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: d (1977). 11 . Sands v. Living Word Fellowship, 34 P.3d 955, 960 (Alaska 2001). 12 . See, eg., Milkovich, 497 U.S. at 19, 110 S.Ct. 2695 (rejecting wholesale defamation exemption of all statements in form of opinion, but holding that "statement on matters of public concern must be provable as false before there can be liability under state defamation law""); see also Sands, 34 P.3d at 960. 13 . Hustler Magazine, Inc. v. Falwell, 485 U.S. 46, 50-51, 108 S.Ct 876, 99 LEd.2d 41 (1988) (quoting Bose Corp. v. Consumers Union of United States, Inc., 466 U.S. 485, 503-04, 104 S.Ct. 1949, 80 L.Ed.2d 502 (1984)). 14 . Sands, 34 P.3d at 960 (quoting Milkovich, 497 U.S. at 24, 110 S.Ct. 2695 (Brennan, J., dissenting)). 15 . See Wilson v. Grant, 297 N.J.Super. 128, 687 A.2d 1009 (App.Div.1996) (<HOLDING>). 16 . See, eg., Leidholdt v. L.F.P., Inc., 860 Options: A. holding radio broadcasters description of plaintiff as stalker some little weasel a vicious swine a sick cookie and sick no good pot smoking wife beating skunk was not defamatory B. holding that description was sufficiently detailed C. holding that a prosecutors description of some of defense counsels arguments as red herrings and smoke and mirrors was not inappropriate D. holding beating as disproportionate and beyond hazy border where suspect offered no resistance E. holding that words which expressly refer to adequate legal description provide nucleus of description that is legally sufficient for statute of frauds

assistant: The best answer is A. holding radio broadcasters description of plaintiff as stalker some little weasel a vicious swine a sick cookie and sick no good pot smoking wife beating skunk was not defamatory
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: Such Grantor has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Agreement in accordance with its terms. This Agreement has been duly executed and delivered by the duly authorized officers of such Grantor and this Agreement constitutes the legal, valid and binding obligation of such Grantor, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal Debtor Relief Laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies. The execution, delivery and performance by the Grantors of this Agreement and the transactions contemplated hereby do not and will not, by the passage of time, the giving of notice or otherwise, (a) require any Governmental Approval or violate any Applicable Law, (b) conflict with, result in a breach of, or constitute a default under, the articles of incorporation, bylaws or other organizational documents of any Grantor, (c) conflict with, result in a breach of, or constitute a default under, any indenture, material agreement or other material instrument to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such Person, or (d) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: issues, payment issues, and other issues regarding the contracts in dispute. It makes no difference that the vast majority of contact between the parties occurred via telephone, fax, and letter. As the Supreme Court has stated: [I]t is an inescapable fact of modern commercial life that a substantial amount of business is transacted solely by mail and wire communications across state lines, thus obviating the need for physical presence within a State in which business is conducted. So long as a commercial actor’s efforts are “purposefully directed” toward residents of another State, we have consistently rejected the notion that an absence of physical contacts can defeat personal jurisdiction there. Burger King Corp. v. Rudzewicz, 471 U.S. 462, 476, 105 S.Ct. 2174, 8 93 (7th Cir.1980) (<HOLDING>). Moreover, by coming to Chicago and engaging Options: A. holding there was no personal jurisdiction over nonresident guarantor of equipment lease although payments were made to illinois bank the guaranty was accepted in illinois and it provided that it would be gov erned by illinois law B. holding that defendants attendance atlunch meeting in illinois on terms of contract was sufficient to justify jurisdiction C. recognizing that the elements of a claim for breach of contract are 1 existence of a valid contract and 2 breach of the terms of that contract D. holding that foreign corporation was not doing business in illinois and thus personal jurisdiction was lacking even though corporation had some contact with the state and maintained a registered agent here because tjhere is nothing in the illinois code of civil procedure that supports asserting in personam jurisdiction over a corporate defendant simply because the plaintiff served summons upon the defendants illinois registered agent E. holding that discussions in illinois leading to contract created jurisdiction

assistant: The best answer is B. holding that defendants attendance atlunch meeting in illinois on terms of contract was sufficient to justify 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 case excerpt and choose the best holding from the options. Case excerpt: their staff in the correct way to handle child abuse cases. (Amended Complaint at 63.) Local governments may be held liable for' constitutional violations caused by official custom and policy. Monell v. Department of Social Services, 436 U.S. 658, 694, 98 S.Ct. 2018, 2037, 56 L.Ed.2d 611 (1978). A municipality cannot be liable for the failure to supervise or train an officer when there is no underlying constitutional violation by the officer. City of Los Angeles v. Heller, 475 U.S. 796, 106 S.Ct. 1571, 89 L.Ed.2d 806 (1986). However, actions of city policymakers, rather than those of the individual officer whose behavior directly impacted the plaintiffs, can be the predicate for § 1983 claims against a municipality. Simmons v. City of Philadelphia, 947 F.2d 1042, 1063 (3d Cir. 1991) (<HOLDING>), cert. denied, 503 U.S. 985, 112 S.Ct. 1671, Options: A. holding that a jurys finding that a city had delegated its final policymaking authority in the area of law enforcement to a city police chief was supported by the evidence and warranted imposing liability upon the city B. holding that city policymakers who owed an independent duty to pretrial detainees were individually liable under 1983 for prisoner suicide even though factfinder determined that the turnkey had not violated prisoners constitutional rights C. holding city policymakers rather than turnkey were the city actors whose primary liability must be shown to establish 1983 claim arising from prisoner suicide D. holding that a city manager was the final policymaker for purposes of section 1983 liability because of provisions in the norfolk city code requiring that all orders rules and regulations applicable to the entire police department must be approved by the city manager other than some police standard operating procedures E. holding that city attorneys promise in an oral settlement agreement for city to annex and rezone land was within the legal authority of the city of joliet to accomplish and were not absolutely void acts per se therefore city could be estopped from avoiding enforcement of contract

assistant: The best answer is C. holding city policymakers rather than turnkey were the city actors whose primary liability must be shown to establish 1983 claim arising from prisoner suicide
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 the investors and the locus of the purchase decision. Plaintiffs highlight that many of the investors in the NY/OH Plaintiff class, including those who purchased BP ordinary shares, are U.S. residents. (Id., at 5.) In addition to the residency of the purchasers linking the shares to the United States, Plaintiffs claim that several “pivotal aspects of the purchases” — including the initial purchase decision — were made in the United States. (Id. at 6.) Plaintiffs’ second argument grasps at a technicality that Plaintiffs believe works in their favor: the LSE rules allow trades to occur directly through third-party, U.S.-based market makers. (Id., at 8.) Plaintiffs believe this raises an issue as to whether such a trade occurs “physically” in the United Sta 472-73 (S.D.N.Y.2010) (<HOLDING>); In re Infineon Techs. AG Sec. Litig., No. C Options: A. holding that morrison precludes securities claims brought by us investors who purchase securities on a foreign exchange even where those securities are also listed on a us exchange B. holding that section 10b does not extend to foreign securities traded on foreign exchanges even if purchased or sold by us investors and even if the foreign issuer had adrs listed on us exchanges C. recognizing defense in securities case D. holding that claims that debtor fraudulently induced claimants to retain debtors securities arise from the purchase or sale of those securities E. holding that claims brought under section 10b of the securities exchange act and rico claims were arbitrable

assistant: The best answer is A. holding that morrison precludes securities claims brought by us investors who purchase securities on a foreign exchange even where those securities are also listed on a us exchange
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The parties hereto shall pay their own costs and expenses related to the transactions contemplated by this Agreement, except that the Company shall pay the reasonable fees and expenses of O’Melveny & Myers LLP, legal counsel to the Purchasers, with respect to the transactions contemplated by this Agreement, not to exceed $40,000 in the aggregate, regardless of whether the transactions contemplated hereby or thereby are consummated. If the Closing hereunder does not occur, then the Company shall reimburse the applicable portion of such fees and expenses not later than five (5) business days following notice by the Company or the Purchasers of their intent not to proceed with the transactions contemplated hereunder.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) shall be made on the basis of a year of three hundred sixty-five (365) or three hundred sixty-six (366) days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a three hundred sixty-five (365) day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one (1) day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

assistant: Fees
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: accrued each time defendant collected the rents and kept them to himself. . . . Plaintiff’s action was therefore timely as to any such proceeds which were retained by defendant during the six years preceding the commencement of the action.” Id. We find Butler persuasive authority with respect to the salary claims in this case. Here, as in Babb and Butler, a cause of action for breach of fiduciary duty for failure to pay Marzec’s salary accrued each time Nye failed to pay Marzec his monthly salary. Marzec’s claim is, therefore, timely as to the failure to pay Marzec’s salary and failure to provide an accounting during the three years preceding the filing of this action. See Faulkenbury v. Teachers’ & State Employees’ Ret. Sys. of N.C., 345 N.C. 683, 695, 483 S.E.2d 422, 429-30 (1997) (<HOLDING>); Sadov Realty Corp. v. Shipur H’Shechuna Options: A. holding that three denied promotions over the course of three years where the decisions were made by three different selection officials and involved different qualifications were not sufficiently related to constitute a continuing violation B. holding that defendant dentists were not entitled to summary judgment in malpractice actions commenced more than two years after the relevant dental procedures where factual questions remained as to the plaintiffs diligence C. holding under continuing wrong doctrine that plaintiffs were allowed to pursue claims for underpayments for three years before they commenced actions D. holding that delay for three and onehalf years was unreasonable under rule 60b6 E. holding that new york statute of limitations for 1983 actions was three years

assistant: The best answer is C. holding under continuing wrong doctrine that plaintiffs were allowed to pursue claims for underpayments for three years before they commenced actions
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: On the terms and subject to the conditions set forth herein, the Corporation agrees to continue to employ the Executive as its Chief Financial Officer for the Term of Employment (as defined in Section 2 ). The Executive does hereby accept and agree to such employment, on the terms and conditions expressly set forth in this Agreement. The Executive shall, if requested, also serve as a member of the Board of Directors of the Corporation (the “ Board ”) or as an officer or director of any affiliate of the Corporation for no additional compensation.

assistant: Positions
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: Officer Rooney testified that the Ranger did not hit him or Officer Howard and he never saw anyone in the Ranger fire a weapon. Officer Howard testified that he heard a vehicle coming up from behind him and saw a white Ford pickup. The truck hit him and knocked him' down. He testified that he could not get out of the way. He positively identified Hertz as the driver of the Ford Ranger and said that as a consequence of being hit he lost his radio and he, too, started shooting at the vehicle. On cross-examination, he testified that the truck hit him from behind; but he sustained no serious injuries. 7 . The cases cited by Looney as examples of inadmissible collateral crimes do not involve evidence of flight or resistance to arrest. See Gore v. State, 719 So.2d 1197, 1199 (Fla.1998) (<HOLDING>); Pope v. State, 679 So.2d 710, 714 (Fla.1996) Options: A. holding that an aliens conviction for criminally negligent child abuse under colorado law for leaving a child unattended in abathtub did not constitute a crime of violence B. holding collateral crime evidence of defendants reprehensible action of leaving a twoyearold child naked in a burned and abandoned house in thirtydegree weather had no relevance in trial and was highly prejudicial C. holding that where there is evidence sufficient to sustain finding of trial court that prejudicial error was contained in record there is no basis for stating that trial court abused discretion in granting new trial D. holding that the trial court had erred in imposing an obligation to pay child support when clear and convincing evidence established that the husband was not the father of the child E. holding that the evidence did not support a finding that the parents intentionally abandoned their child

assistant: The best answer is B. holding collateral crime evidence of defendants reprehensible action of leaving a twoyearold child naked in a burned and abandoned house in thirtydegree weather had no relevance in trial and was highly prejudicial
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 constitutes the entire agreement, and supersedes any prior understandings and agreements, between the parties with respect to its subject matter and there are no representations, warranties, forms, conditions, undertakings or collateral agreements, express implied or statutory between the parties other than as expressly set forth in this Agreement.

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 legal provision and list the applicable contract clause categories. Provision: The failure of a party to insist upon strict adherence to any term of this Plan on any occasion shall not be considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Plan.

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: All obligations of the Company under this Agreement will be binding on any successor to the Company, whether the existence of the successor results from a direct or indirect purchase of all or substantially all of the business or assets of the Company or both, or a merger, consolidation or otherwise.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 25 F.3d 1124, 1127-28 (2d Cir.1994) (noting that § 10(b) claims are subject to Fed R. Civ. P. 9(b) particularity requirements). Neither complaint at issue sets forth the content, speaker, or timing of any alleged misstatement. Much less does either assert that Klimley or Palmero discussed with any plaintiff the purchase or sale of any note. In fact, counsel for Plaintiffs-Appellants conceded at oral argument that no such discussions occurred. Moreover, insofar as they seek to predicate their federal securities claims on omissions, Plaintiffs-Appellants allege no facts that would support an obligation on the part of either defendant to disclose the information at issue. Cf. Credit Agricole Indosuez v. Rossiyskiy Kredit Bank, 94 N.Y.2d 541, 549, 708 N.Y.S.2d 26, 729 N.E.2d 683 (2000) (<HOLDING>). Absent any details about the alleged Options: A. holding that directors and officers are fiduciaries B. holding that causes of actions against directors of corporations for breach of fiduciary duty are contract actions C. recognizing that insolvent corporations officers are directors and may have fiduciary duty to existing creditors not to dissipate corporate assets D. holding that directors of an insolvent corporation are trustees for the creditors E. holding under delaware law that corporate officers owe the same fiduciary duties as directors

assistant: The best answer is C. recognizing that insolvent corporations officers are directors and may have fiduciary duty to existing creditors not to dissipate corporate assets
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: SBA shall indemnify the Issuer and each of its officers, directors, employees, agents, affiliates, successors and assigns (collectively, the “ Indemnified Parties ” and individually, an “ Indemnified Party ”) from and against any and all demands, claims, actions, causes of action, investigations, proceedings judgments, assessments, losses, liabilities, damages or penalties and reasonable attorneys’ fees and related disbursements incurred by the Issuer that arise out of or result from a breach of any representations, warranties or covenants made by SBA herein or any claim by the IRS related in any way to its lien on the Exchanged Shares, regardless of whether any such Indemnified Party is a party thereto, and to reimburse each Indemnified Party for reasonable legal and other expenses as they are incurred in connection with investigating, responding to or defending any of the foregoing; provided that SBA’s maximum total liability (including any expenses) to the Indemnified Parties in the aggregate under this Section 5.4 shall not exceed the amount of the Cash Payment actually received by SBA.

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 legal provision and list the applicable contract clause categories. Provision: In the event that any one or more of the provisions of this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

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: This Contract is the result of negotiations between the parties, neither of whom has acted under any duress or compulsion, whether legal, economic or otherwise. Accordingly, the terms and provisions hereof shall be construed in accordance with their usual and customary meanings. Seller and Buyer hereby waive the application of any rule of law which otherwise would be applicable in connection with the construction of this Contract that ambiguous or conflicting terms or provisions should be construed against the party who (or whose attorney) prepared the executed Contract or any earlier draft of the same.

assistant: Construction
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 Amendment to this Agreement shall be effective unless in writing and signed by both the Company and Executive. Notwithstanding the foregoing, if any compensation or benefits provided by this Agreement may result in the application of Code Section 409A, the Company shall, in consultation with the Executive, modify the Agreement in the least restrictive manner necessary in order to exclude such compensation from the definition of "deferred compensation" within the meaning of Code Section 409A or in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions, and without any diminution in the value of the payments to the Executive.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Executive shall be employed as an Executive Vice President and the Chief Risk Officer of the Bank and the Company and, subject to the direction of the Chief Executive Officer of the Bank and the Company, shall perform and discharge faithfully the duties and responsibilities which may be assigned to the Executive from time to time in connection with the conduct of its business. The duties and responsibilities of the Executive shall be commensurate with the position of executive vice president and chief risk officer of a bank and the position of executive vice president and chief risk officer of a bank holding company.

assistant: Positions
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 is no action, suit or proceeding pending against, or to the knowledge of the Borrower threatened against or affecting, the Borrower or any of its Subsidiaries before any court or arbitrator or any governmental body, agency or official which (a) could reasonably be expected to have a material adverse effect on the business, consolidated financial position or consolidated results of operations of the Borrower and its Consolidated Subsidiaries considered as a whole except as publicly disclosed prior to the date hereof or (b) in any manner draws into question the validity of this Agreement or the Notes.

assistant: Litigations
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: in order to use our services , we may ask you to create an account and select a password and/or provide us with certain personal information , which may include your name , birth date , e-mail address , and , in some cases , payment information .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Standby Financer represents and warrants that the Standby Financer has and at all times prior to the Completion will maintain and reserve for the performance of the Standby Financer’s obligations hereunder cash in an amount equal to at least the amount of the Fixed Consideration and such cash shall not be subject to a lien, claim, charge or encumbrance in favor of any person or entity other than the Company. If the Funding Satisfaction shall not have occurred on or prior to July 28, 2017, upon the request of the Company from time to time, the Standby Financer will provide the Company with evidence, including financial statements, bank or brokerage statements and other documentation, satisfactory to the Company of the accuracy of the representation and warranty set forth in the immediately preceding sentence.

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: If any provision of this Agreement or the other Credit Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Credit Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 14.13 , if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by debtor relief Laws, as determined in good faith by the Administrative Agent, the Issuing Banks or the Swingline Lenders, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited .

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 case excerpt and choose the best holding from the options. Case excerpt: of or relating to’ the subject contract.” Id. at 637. The arbitration agreement before us is of the former type. To “arise out of’ an agreement to arbitrate, a claim must have “a direct relationship to a contract’s terms and provisions” or “ ‘relate to’ the subject contract.” Jackson, 108 So.3d at 593. The factual allegations of the complaint in this case do not rely in any respect on the employment agreement between Megan Fitzpatrick and her employer. See Seifert, 750 So.2d at 641. There is no nexus between the terms and provisions of that agreement and the assault on Megan Fitzpatrick. The trial court correctly denied Club Med’s motion to compel arbitration of Megan Fitzpatrick’s personal injury claim. See e.g., Doe v. Princess Cruise Lines, Ltd., 657 F.3d 1204, 1214 (11th Cir.2011) (<HOLDING>); Jones, 583 F.3d at 241 (finding that sexual Options: A. holding that the agreement was not illusory because it was supported by consideration insofar as the employee and employer were equally bound by a promise to arbitrate disputes B. holding that employee of cruise line was not required to arbitrate tort claims not connected with or related to the crew agreement where she was drugged and raped while offduty C. holding that a predispute agreement to arbitrate securities act of 1933 claims was enforceable D. holding that the trial court must determine whether there was an agreement to arbitrate when the party contesting arbitration claimed she had never signed the contract or intended to be bound E. holding unconscionable an arbitration agreement requiring employees to arbitrate claims against the employer but not requiring the employer to arbitrate claims against the employees

assistant: The best answer is B. holding that employee of cruise line was not required to arbitrate tort claims not connected with or related to the crew agreement where she was drugged and raped while offduty
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you agree to release , defend ( at airbnb 's option ) , indemnify , and hold airbnb and its affiliates and subsidiaries , and their officers , directors , employees and agents , harmless from and against any claims , liabilities , damages , losses , and expenses , including , without limitation , reasonable legal and accounting fees , arising out of or in any way connected with ( i ) your breach of these terms or our policies or standards , ( ii ) your improper use of the airbnb platform or any airbnb services , ( iii ) your interaction with any member , stay at an accommodation , participation in an experience , event or other host service , including without limitation any injuries , losses or damages ( whether compensatory , direct , incidental , consequential or otherwise ) of any kind arising in connection with or as a result of such interaction , stay , participation or use , ( iv ) airbnb 's collection and remittance of occupancy taxes , or ( v ) your breach of any laws , regulations or third party rights .

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: All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 10.02 of the Credit Agreement, provided that communications and notices to the Guarantors may be delivered to Borrower on behalf of each of the Guarantors.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as required by law and except with respect to the Purchaser SEC Documents, the parties agree that neither they nor their agents shall issue any press release or make any other public disclosure concerning the transactions contemplated hereunder without the prior approval of the other party hereto. If a party is required to make such a disclosure as required by law, the parties will use their best efforts to cause a mutually agreeable release or public disclosure to be issued.

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 Borrower and its Subsidiaries have conducted their business in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other similar anti-corruption legislation in other jurisdictions, and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: decisions.” Agostini v. Felton, 521 U.S. 203, 117 S.Ct. 1997, 2017, 138 L.Ed.2d 391 (1997) (citing Rodriguez de Quijas v. Shearson/American Express, Inc., 490 U.S. 477, 484, 109 S.Ct. 1917, 1921-22, 104 L.Ed.2d 526 (1989)); accord Bartlett v. New York State Bd. of Law Exam’rs, 970 F.Supp. 1094, 1134-35 (S.D.N.Y.1997). Thus we find no justification in the ADA for departing from the clearly controlling holding in Cleburne. We therefore conclude that the disability-based classification in this case is not subject to strict scrutiny. B. Fundamental Interest We must next determine whether Utah Code Ann. § 78-3a-311(3)(b)(ii), involves a fundamental interest. Appellants argue the section impinges on their fundamental interest as parents. See, e.g., In re J.P., 648 P.2d 1364, 1375 (Utah 1982) (<HOLDING>). The State argues, however, that the interest Options: A. holding parental rights are constitutionally protected fundamental interest B. recognizing this substantial interest in context of termination of parental rights C. holding that false statements are constitutionally protected D. holding parents custodial rights are a fundamental interest guaranteed due process protection E. recognizing fundamental parental rights while utilizing a reasonableness standard

assistant: The best answer is A. holding parental rights are constitutionally protected fundamental interest
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: Act; they were convicted of a violation of 18 U.S.C. § 241. The restitution provisions of the Trafficking Act simply do not apply. Instead, the restitution provisions of § 3663 apply. And the calculation methods under § 3663 do not include a defendant’s ill-gotten gains. For its part, the government does not dispute any of the foregoing analysis. Instead, it argues on appeal that, “[ajlthough Section 1593 does not mandate restitution for violations of 18 U.S.C. [§ ]241, it was reasonable in this case, where defendants engaged in the same sort of behavior, to look to Section 1593 for guidance.” We disagree. Congress specified criminal penalties for violations of 18 U.S.C. § 241, which include restitution “limited to the victim’s actual losses.” Bussell, 504 F.3d at 964. th Cir.1998) (<HOLDING>). We therefore cannot tell whether the amount Options: A. holding that a district courts failure to make the necessary findings related to a restitution order constitutes plain error B. holding that where the government has not presented evidence at the hearing concerning the appropriate amount of restitution the imposition of the restitution order constitutes plain error C. holding that equitable restitution is available but that legal restitution is not D. holding that where defendant objected in the district court only to the loss calculation and not specifically to the calculation of restitution the issue of restitution was not properly presented to the district court E. holding no restitution hearing is mandated when defendant did not object to order of restitution or request a hearing

assistant: The best answer is B. holding that where the government has not presented evidence at the hearing concerning the appropriate amount of restitution the imposition of the restitution order constitutes plain error
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Insurance . In addition to the requirements of Article 10 of this Lease, in the event that Tenant makes any Alterations, prior to the commencement of such Alterations, Tenant shall provide Landlord with evidence that Tenant or Tenant’s contractor carries “ Builder’s All Risk ” insurance (to the extent that the cost of such work shall exceed $50,000) in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may reasonably require, it being understood and agreed that all of such Alterations shall be insured by Landlord pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Tenant’s contractors and subcontractors shall be required to carry Commercial General Liability Insurance in an amount approved by Landlord and otherwise in accordance with the requirements of Article 10 of this Lease. In connection with Alterations with a cost in excess of $250,000, Landlord may, in its reasonable discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee.

assistant: Construction