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: is guilty of want of due diligence in failing to promptly institute the action to the prejudice of another. Thus, in order to prevail on an assertion of lach-es, respondents must establish: a) a delay arising from petitioner’s failure to exercise due diligence; and, b) prejudice to the respondents resulting from the delay. Id. (quoting In re Estate of Scharlach, 809 A.2d 376, 382-83 (Pa.Super.2002)). “The question of laches itself, however, is factual ... and is determined by examining the circumstances of each case.” Id. Laches arises when a party’s position or rights “are so prejudiced by length of tipie and inexcusable ividual act fell outside the ordinary administration of the estate, our courts have held the act did not bind the estate. See Hall v. Boyd, 6 Pa. 267, 270 (1847) (<HOLDING>); Benezet v. Hess, 63 Pa.Super. 408, 411 (1915) Options: A. holding estate was not bound by single coexecutors confession of judgment for claims regarding decedent debts even though acts done by one coexecutor which relate to the testators goods such as sale delivery possession are considered as equivalent to the acts of all as they possess a joint authority B. holding that the acts of a corporate officer done in his or her official capacity are acts of the corporation C. holding that the insurer is not bound by acts of the agent which are beyond the scope of his authority when the insured has notice of the limitations upon an agents authority or when the circumstances are sufficient to suggest that an inquiry should be made as to such limitations D. holding that a statement of conditional sale of goods can be filed with the state auditor before the delivery of goods where statute says the statement must be filed within ten days of delivery of goods E. holding single coexecutors release of mortgage debt paid to estate was valid and binding on estate because acts of any coexecutor in respect to the administration of the effects of the estate are deemed to be the acts of all as where one releases a debt or settles an account of a person with the deceased or surrenders a term or sells the goods and chattels of the estate his act binds the others characterizing conversion of decedents personal property into cash as act in due course of administration of estate

assistant: The best answer is A. holding estate was not bound by single coexecutors confession of judgment for claims regarding decedent debts even though acts done by one coexecutor which relate to the testators goods such as sale delivery possession are considered as equivalent to the acts of all as they possess a joint authority
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: testified, that after their birth but before testing, the children were not exposed to methamphetamine by Hettieh or any other person. The exposure occurred prior to birth. [¶ 7] Hettieh moved to dismiss the complaint under N.D.R.Crim.P. 12(b)(2). She argued the State failed to allege she committed any criminal act upon her child postpartum. The State argued that the child was “exposed” to methamphetamine postpartum and the mother was criminally liable. The trial court dismissed the complaint, concluding the State failed to prove in its information or affidavit of probable caus h Carolina and Alabama have held an unborn child is a child, person, or individual for purposes of criminal prosecution. See Ex Parte Ankrom, Nos. 1110176 and 1110219, 2013 WL 135748, at *1 (Ala. Jan. 11, 2013) (<HOLDING>); Whitner v. State, 328 S.C. 1, 492 S.E.2d 777 Options: A. holding that an unborn child is not a dependent for purposes of the neglect statute B. holding a fetus is not a child person or individual for purposes of criminal prosecution under the reckless injury to a child statute C. holding an unborn child is not a child for purposes of criminal prosecution of mistreatment of a child D. holding a mothers ingestion of a controlled substance while pregnant does not constitute child abuse as an unborn child is not a person for purposes of criminal prosecution E. holding an unborn child is a child for purposes of prosecuting chemical endangerment of a child

assistant: The best answer is E. holding an unborn child is a child for purposes of prosecuting chemical endangerment of a child
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: 1.1 Subject to Section 1.2 below, “Confidential Information” means confidential, secret, proprietary or other non-public information pertaining to the business, operations, brands, marketing plans, financial matters, legal matters, products, projects, business plans or practices, research and development, product development, intellectual property, financial models, trademarks, trade secrets, accounting and financing data, and methods of production, distribution or procurement, suppliers, distributors, consultants, advisors or employees, directors or officers of CEDC or any of its Subsidiaries (defined below) (together, the “CEDC Group”) that is disclosed or otherwise made available, either orally or in writing, by any member of the CEDC Group to the Recipient or its affiliates, agents, or advisors (including, without limitation, financial advisors, attorneys, banks and other sources of equity and debt financing and accountants) (collectively, “Representatives”). The Recipient agrees that it will not, without the prior written consent of CEDC, directly or indirectly, disclose all or any portion of the Confidential Information, or the substance thereof, to any third party other than its Representatives in connection with the Purpose, except, subject to Section 2.3 below, to the extent required by applicable law or legal process.

assistant: Yes
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 nature and importance of the litigation or business in which the' services were rendered; the responsibility imposed; the amount of money or the value of the property affected by the controversy, or involved in the employment; the skill and experience called for in the performance of the services; the professional character and standing of the attorney; the results secured....” City of Wichita v. Chapman, 214 Kan. 575, 521 P.2d 589, 598 (1974) (citation omitted). In this case, Plaintiffs attorneys invested significant time providing services in a complicated i her factors explained above, the court determines that recovery for half of the attorney hours is reasonable. See Ortega v. City of Kan. City, Kan., 659 F.Supp. 1201, 1217 (D.Kan.1987), rev’d on other grounds, 875 F.2d 1497 (<HOLDING>). This rough approximation should account for Options: A. recognizing that enhancement for results obtained may be warranted B. holding that under 1988 consideration of the results obtained relative to the relief requested is required C. holding that a pro se litigant who is an attorney is not entitled to fees under 1988 D. holding that even after a ten percent reduction to the lodestar fee the district court abused its discretion by failing to adequately consider the result obtained relative to the attorneys fees requested E. holding that 109g2 does not apply when the creditor seeking relief in the first case received the requested relief

assistant: The best answer is B. holding that under 1988 consideration of the results obtained relative to the relief requested is required
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 Lender party hereto represents and warrants that, after giving effect to this Amendment, the representations and warranties of such Lender set forth in Section 10.12 of the Credit Agreement are true and correct as of the Effective Date. Each Lender party hereto hereby agrees to comply with the covenants applicable to such Lender set forth in Section 10.12 of the Credit Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to it by the Exchange Act. The NYSE, as a SRO, stands in the shoes of the SEC in interpreting the securities laws for its members and in monitoring compliance with those laws. It follows that the NYSE should be entitled to the same immunity enjoyed by the SEC when it is performing functions delegated to it under the SEC’s broad oversight authority. See Sparta Surgical Corp., 159 F.3d at 1213 (“Extending immunity when a self-regulatory organization is exercising quasi-governmental powers is consistent with the structure of the securities market as constructed by Congress.”); Austin Mun. Sec., 757 F.2d at 690-91 (“[The] NASD disciplinary officers serve as surrogates for the SEC, and should receive the same immunity their principles [sic] possess.”); D'Alessio, 125 F.Supp.2d at 658 (<HOLDING>). In determining whether the NYSE is entitled Options: A. holding that an employer who performs administrative functions under a group insurance policy as in the instant case is deemed to be the agent of the insurer citing elfstrom B. holding that the employer may be considered the insurers agent where the employer with the consent of the insurer performs routine administrative functions such as assisting in the processing of claims C. holding that according the nyse absolute immunity when it performs regulatory functions that would otherwise be performed by the sec is a matter not simply of logic but of intense practicality since in the absence of such immunity the nyses exercise of its quasigovernmental functions would be unduly hampered by disruptive and recriminatory lawsuits D. holding that qualified immunity extends to government officials performing discretionary functions E. holding that in the absence of a statute providing immunity the defense of sovereign immunity is not available to a municipal corporation in an action for damages alleged to be caused by the tortious conduct of the municipality

assistant: The best answer is C. holding that according the nyse absolute immunity when it performs regulatory functions that would otherwise be performed by the sec is a matter not simply of logic but of intense practicality since in the absence of such immunity the nyses exercise of its quasigovernmental functions would be unduly hampered by disruptive and recriminatory lawsuits
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 RSU Award Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. Your electronic signature of this RSU Award Agreement shall have the same validity and effect as a signature affixed by your hand.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: which held that juvenile adjudications that do not afford the right to a jury trial and require a beyond-a-reasonable doubt burden of proof do not fit within Apprendi's exception for prior convictions. But at least three jurisdictions have disagreed with the holding in Tighe. See Jones, 382 F.8d at 698 (rejecting defendant's contention that Apprendi requires holding that prior non-jury juvenile adjudications that afforded all required due process safeguards cannot be used to enhance sentence under Armed Career Criminal Act); Smalley, 294 F.3d at 1033 (concluding juvenile adjudications can be characterized as "prior convictions" for Apprendi purposes and, thus, district court did not err when it enhanced defendant's sentence based on prior juvenile convictions); Hitt, 42 P.3d at 786 (<HOLDING>). After reviewing the decisions in all of the Options: A. holding that a juvenile adjudication may be used as a prior conviction for apprendi purposes B. holding that juvenile adjudications are prior convictions for purposes of the apprendi exception and indicating that the main concern in apprendi was whether the prior convictions procedural safeguards ensured a reliable result not that there had to be a right to a jury trial C. holding apprendi exception for prior convictions encompasses juvenile adjudications D. holding that juvenile adjudications may not be used for impeachment purposes because the disposition of a juvenile does not constitute a criminal conviction E. holding that the prior conviction exception should not extend to nonjury juvenile adjudications

assistant: The best answer is C. holding apprendi exception for prior convictions encompasses juvenile adjudications
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: Subject to the terms and conditions set forth herein, the Credit Agreement is hereby amended in its entirety to read in the form attached hereto as Exhibit 1 . Exhibits A – H to the Credit Agreement are hereby amended in their entireties to read in the forms attached hereto as Exhibits A – H . All schedules to the Credit Agreement shall not be modified or otherwise affected hereby.

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 Company shall pay the Executive an annual rate of base salary of $275,000.00 in periodic installments in accordance with the Company’s customary payroll practices, but no less frequently than monthly. The Executive’s annual base salary may be increased from time to time by the Compensation Committee, but may not be decreased without the Executive’s written consent. The Executive’s annual base salary, as in effect from time to time, is hereinafter referred to as “ Base Salary ”.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in any number of counterparts (which shall include signatures by facsimile), each of which when so executed and delivered shall be deemed to be an original and all of which together shall be deemed to be one and the same agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: On each Delivery Date upon which a Conveyance occurs under the Asset Transfer Agreement, all sales, use or transfer taxes, if any, due and payable upon the purchase of the Portfolio Railcars by the Issuer from the applicable Seller will have been paid or such transactions will then be exempt from any such taxes, and the Issuer will cause any required forms or reports in connection with such taxes to be filed in accordance with applicable laws and regulations.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: and his access to the records of the other allotments in the area, [Native American # 1] was given an allotment that obviously conflicted with a prior land claim. No matter how much [Native American # 1] or his survivors might have wished to cultivate this land [as required by statute], it would have been virtually impossible because of this conflict. Id. at 1166. For this reason, the court concluded that it would protect the plaintiff’s interests by holding that the plaintiff’s predecessors complied with the statutory requirements necessary to acquire a vested interest in the allotted land. Id. at 1167. Here, a finding in favor of Cabrera is even more compelling because there is evidence that he did, in fact, comply with the requirements of his permit. 54 Cf. Antoine, 710 F.2d at 479 (<HOLDING>). 55 N.M.I. Const, art. Xm, §§ 1-2 (the Options: A. holding that under the statute of frauds a description will be insufficient as a matter of law if it is indefinite to the degree that no particular tract of land is identified nevertheless a description which is vague will be sufficient if its precise location may be determined upon competent parol evidence B. holding that the federal government was liable for a taking of property where california officials acting under the authority of a federal order occupied land C. holding that if subsequent to the taking and before the trial the ordinance was actually amended to permit the previously forbidden use then that of itself was weighty evidence of the existence at the time of the taking of the fact that there was a reasonable probability of an imminent change D. holding that governments conduct constituted a taking where the government erroneously confirmed native american ls selection pursuant to treaty of a tract of land that was previously selected by native american 2 whose possession of the tract prevented native american 1 from complying with statutory requirements for issuance of a patent E. holding that where both tract to which predecessor had record title and disputed tract were enclosed by single fence even though deed from predecessor to plaintiffs described only tract of record and possession of both tracts was delivered by predecessor to plaintiffs who continued to adversely possess disputed tract there was privity of estate between predecessor and plaintiffs who were entitled to tack their period of adverse possession onto that of predecessor to get full statutory tenyear period

assistant: The best answer is D. holding that governments conduct constituted a taking where the government erroneously confirmed native american ls selection pursuant to treaty of a tract of land that was previously selected by native american 2 whose possession of the tract prevented native american 1 from complying with statutory requirements for issuance of a patent
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Each party hereto shall do and perform or cause to be done and performed all such further acts and shall execute and deliver all such other agreements, certificates, instruments and documents as any other party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this amendment to the Agreement and the consummation of the transactions contemplated hereby.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall come into effect as of the Effective Date and shall remain in effect during the Term. For the avoidance of doubt, after the expiry of the Royalty Term with respect to a given Licensed Product in a given country, the licenses granted by Amgen to Novartis pursuant to this Agreement with respect to such Licensed Product and Licensed Amgen Trademarks for such Licensed Product in such country shall become fully paid up, and royalty free and Novartis shall no longer have any obligations pursuant to this Agreement with respect to such Licensed Product other than as set forth in Section 15.4 (Additional Surviving Provisions).

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if we ca n't resolve our dispute through customer service , you and zynga or any member of the zynga corporate family all agree to resolve any claims relating to the terms , the privacy policy , feature terms or zynga 's services through final and binding arbitration .

assistant: Arbitration
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: 488 U.S. 226 109 S.Ct. 546 102 L.Ed.2d 512 HARBISON-WALKER REFRACTORIES, A DIVISION OF DRESSER INDUSTRIES, INC., petitioner,v.Eugene F. BRIECK. No. 87-271. Supreme Court of the United States December 12, 1988 On writ of certiorari to the United States Court of Appeals for the Third Circuit. PER CURIAM. 1 The writ of certiorari is dismissed as improvidently granted. 2 Justice WHITE dissents.

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 case excerpt and choose the best holding from the options. Case excerpt: party must then “do more than simply show that there is some metaphysical doubt as to the material facts.” Matsushita, 475 U.S. at 586, 106 S.Ct. 1348. The “very mission of the summary judgment procedure is to pierce the pleadings and to assess the proof in order to see whether there is a genuine need for trial.” Fed.R.Civ.P. 56(e) advisory committee’s note to 1963 Amendment. B. Statute of Limitations 1. Wrongful Death Claims Plaintiffs Block, Trice-Adams, and Trice allege wrongful death claims based on theories of design defect, failure to warn, and negligence. Minnesota law states that a cause of action arising out of a personal injury “dies with the person of the party in whose favor it exists.” Minn. Stat. § 573.01; see also Ortiz v. Gavenda, 590 N.W.2d 119, 121 (Minn.1999) (<HOLDING>). But § 573.02 allows a cause of action to be Options: A. holding that under the common law a claim for personal injuries died with the victim B. holding that a right of action for personal injuries resulting from negligence cannot be assigned absent statutory law C. holding that 1964c does not permit recovery for personal injuries D. holding that claim brought under section 1983 of the civil rights act constituted a personal injury tort claim because section 1983 confers a general remedy for injuries to personal rights E. holding that victims injuries did not arise out of the use of a motor vehicle when the victim received injuries from a gun fired in the vehicle

assistant: The best answer is A. holding that under the common law a claim for personal injuries died with the victim
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and the Third Amended and Restated Company Agreement, together with the certificates, documents, instruments and writings that are delivered pursuant thereto, constitute the entire agreement and understanding of the parties hereto in respect of its subject matters and supersedes all prior understandings, agreements, or representations by or among such parties, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby.

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: This Award Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law thereof. Notwithstanding anything contained in this Award Agreement, the Grant Notice or the Plan to the contrary, if any suit or claim is instituted by the Participant or the Company relating to this Award Agreement, the Grant Notice or the Plan, the Participant hereby submits to the exclusive jurisdiction of and venue in the courts of Delaware.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: time he might face in the event that he should violate a condition of supervised release. Nor did the court inform Reyes that he would not receive any credit for time already served under the term of supervised release. This failure constitutes clear error. Because the district court failed to explain the effect of the supervised release, we must determine whether the error affected Reyes’s substantial rights. In Reyes’s “worst-case scenario,” the 151 month term of imprisonment combined with the three years of supervised release and the two-year period of incarceration that could be imposed after revocation of his supervised release would not exceed the twenty-year maximum prison sentence of which Reyes was advised. See United States v. Cuevas-Andrade, 232 F.3d 440, 444 (5th Cir.2000) (<HOLDING>), cert. denied, 532 U.S. 1014, 121 S.Ct. 1748, Options: A. holding that a sentence to a term of imprisonment ten years greater than the applicable maximum affected the defendants substantial rights B. holding 3583a itself authorizes a term of supervised release in addition to a maximum term of imprisonment authorized by the statute of conviction C. holding that failure to explain the effect of a term of supervised release was harmless error where term of imprisonment combined with maximum imprisonment for violation of supervised release was still less than statutory maximum D. holding that the failure to notify the defendant of the term of supervised release and its possible effect on his sentence was not harmless error where nothing in the record suggests that the defendant understood that his sentence would include supervised release and there was no written plea agreement by which he might have been warned E. holding that the district courts failure to explain the effect of supervised release was harmless where the maximum term of incarceration under the actual sentence of imprisonment and supervised release less than six years as well as his worstcase scenario less than nine years was less than the maximum term of incarceration twenty years al lowed by law

assistant: The best answer is E. holding that the district courts failure to explain the effect of supervised release was harmless where the maximum term of incarceration under the actual sentence of imprisonment and supervised release less than six years as well as his worstcase scenario less than nine years was less than the maximum term of incarceration twenty years al lowed by law
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: Interest only on the unpaid principal balance of this Note shall be due and payable beginning on the first (1 st ) day of March, 2017 and continuing on the first (1 st ) day of each June, September, and December thereafter until this Note has been paid in full. If not sooner paid, the entire principal balance, all accrued and unpaid interest, if any, and all other sums provided herein shall be due and payable in full on [December 1], 2019 (the “ Maturity Date ”). All payments of principal, interest, fees, expenses and other amounts to be paid by the Maker under this Note shall be paid not later than 2:00 p.m. on the date when due in immediately available funds, without setoff, deduction, counterclaim or withholding of any kind, at the address of the Noteholder located at 120 Tredegar Street, Richmond, VA 23219, or at such other address as the Noteholder shall specify in writing. Notwithstanding the foregoing, all or any portion of the outstanding principal balance hereof, together with interest accrued thereon, shall be payable on demand by Noteholder.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: for such a vaccine-related injury or death, unless a petition has been filed, in accordance with section 300aa-16 of this title, for compensation under the Program for such injury or death and— (i)(I) the United States Court of Federal Claims has issued a judgment under section 300aa-12 of this title on such petition, and (II) such person elects under section 300aa-21(a) of this title to file such an action, or (ii) such person elects to withdraw such petition under section 300aa-21(b) of this title or such petition is considered withdrawn under such section. 21 . Id. § 300aa-l 1(a)(2)(B) (“If a civil action which is barred under subparagraph (A) is filed in a State or Federal court, the court shall dismiss the action.”). 22 . Id. § 300aa-l 1(a)(2)(A). 23 . See Moss, 381 F.3d at 505 (<HOLDING>). 24 . McDonal v. Abbott Laboratories, 408 F.3d Options: A. recognizing loss of consortium claims B. recognizing cause of action for loss of consortium C. holding loss of consortium claim is derivative of spouses substantive claim D. holding that wifes recovery for loss of consortium should not be reduced by the proportion of negligence attributable to husband because claim for loss of consortium is independent of the damages claim of the injured spouse E. holding that the vaccine act does not bar a parents claim for loss of consortium suffered as a result of his childs vaccinerelated injuries

assistant: The best answer is E. holding that the vaccine act does not bar a parents claim for loss of consortium suffered as a result of his childs vaccinerelated 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 legal provision and list the applicable contract clause categories. Provision: The invalidity or unenforceability of any term or provision hereof in any circumstances shall not affect the validity or enforceability of any other term or provision hereof or of such term or provision in other circumstances. In the event any provision of this Agreement is found for any reason to be invalid or unenforceable, any court of competent jurisdiction is hereby authorized to reform this Agreement by replacing such invalid or unenforceable provision with a valid and enforceable provision that, to the fullest extent possible, achieves the purposes of the provision found to be invalid or unenforceable. Without limiting the generality of the foregoing, if at any time any provision of Sections 6-10 shall be found to be invalid or unenforceable by reason of being vague or unreasonable as to duration, geographic scope, or scope of activities restricted, or for any other reason, any court of competent jurisdiction is hereby authorized to reform this Agreement by deleting such invalid or unenforceable provision and/or replacing such invalid or unenforceable provision with a valid and enforceable provision that applies to the maximum possible duration, geographic scope, and scope of activities.

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: Each of the Borrower and Guarantors has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Amendment and the other Loan Documents as amended hereby and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Amendment by each of the Borrower and Guarantors and the consummation by it of the transactions contemplated hereby and by the other Loan Documents as amended hereby have been duly authorized by all necessary action on its part, and no further action of its board of directors, managers, partners, stockholders or members is required in connection herewith or therewith.

assistant: Authority
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 particular , but without limitation , the evernote software may not be ( i ) exported or re-exported into any countries that are subject to u.s. economic sanctions or ( ii ) provided to or used by anyone on the u.s. department of the treasury 's lists of foreign sanctions evaders or specially designated nationals or the u.s. department of commerce denied persons , unverified , or entity lists .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: allegations of a threat of continuing criminal conduct are vague and conclusory. But they have not cited the governing precedent accurately, omitting the proposition that continuity can be shown through longevity. Even if the allegations of continuing misconduct are insufficient, the plaintiffs have allege mits a pleader to include “a demand for the relief sought, which may include relief in the alternative or different types of relief.” Alternatively pleading an express contract and implied contract (whether styled as unjust enrichment or quantum meruit) is all ct claim and an unjust enrichment claim in cases where the defendant has “kept its options open, and may deny the existence of a contract.” Terry Barr Sales Agency, Inc. v. All-Lock Co., Inc., 96 F.3d 174, 182 (6th Cir.1996) (<HOLDING>). That is not the case here, though. The Options: A. 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 B. holding that where an express contract was in place between plaintiff and defendant that governed the compensation sought by plaintiff plaintiff may not recover under a theory of unjust enrichment C. holding that defrauded party may either choose to void the contract and recover paid consideration on an unjust enrichment theory or affirm the contract and pursue a breach of contract remedy D. holding that the plaintiff may proceed under a claim for breach of contract and unjust enrichment because the defendant admitted the existence of a contract solely for the purposes of summary judgment E. holding that a claim for unjust enrichment should not be dismissed because the court may find that the express contract was no longer in force

assistant: The best answer is D. holding that the plaintiff may proceed under a claim for breach of contract and unjust enrichment because the defendant admitted the existence of a contract solely for the purposes of summary judgment
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement (including the Disclosure Schedule, the Buyer Disclosure Schedule, the Schedules, the Ancillary Agreements, the Confidentiality Agreement and any other schedules, certificates, lists and documents referred to herein or therein, and any documents executed by any of the parties simultaneously herewith or pursuant thereto), constitutes the entire agreement of the parties hereto, and supersedes all prior agreements and understandings, discussions, negotiations and communications, written and oral, among the parties with respect to the subject matter hereof.

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: Each of Caladrius and Company acknowledges and agrees that, upon and following the Closing, Company has no liability or obligation to indemnify, save, or hold harmless Caladrius, and may not otherwise pay, reimburse, or make Caladrius whole, for or on account of any indemnification or other claims made by any Purchaser Indemnitee hereunder. Caladrius has no right of contribution against Company with respect to any such indemnification or other claim.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Cuyahoga App. No. 80793, 2002-Ohio-7058, 2002 WL 31838501, at ¶ 24. Likewise, this court is bound by those same factual findings, and our review is limited to whether the trial court abused its discretion in adopting the magistrate’s decision. {¶ 20} Moreover, we must reject Yu’s argument that resolution of the residency issue may be based on documents not identified in the magistrate’s decision. “Without a transcript, * * * neither the trial court nor a reviewing court would know whether any exhibits not identified by the magistrate were admitted, authenticated, or ever actually introduced into evidence. A review of such exhibits * * * exceeds the proper boundaries of appellate review.” Id. at ¶ 25. But see Natsis, 2002-Ohio-7058, 2002 WL 31838501, at ¶ 36 (O’Donnell, J., dissenting) (<HOLDING>). {¶ 21} Here, Yu’s reliance on the documents Options: A. holding that trial court has no duty to establish waiver on record B. holding parole board has no duty to examine validity of prisoners convictions C. holding that court must examine and consider the entire writing in an effort to harmonize and give effect to all the provisions of the contract so that none will be rendered meaningless D. holding that the trial court must examine the entire course of criminal conduct in determining possession E. holding that a trial court has a duty to examine the entire record including all physical documentary evidence in order to reach an equitable result

assistant: The best answer is E. holding that a trial court has a duty to examine the entire record including all physical documentary evidence in order to reach an equitable result
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: could conceivably have made efforts to conceal Moore’s scar, this practice might itself have undermined the reliability of the identification by artificially altering Moore’s facial features. In any event, we need not opine on the permissibility or advisability of such precautions. For present purposes, it suffices that the state court reasonably concluded that the police were not required to conceal Moore’s scar. See, e.g., United States v. Holliday, 457 F.3d 121, 126 (1st Cir. 2006) (rejecting challenge to photo array based on the defendant’s distinctive “skin discoloration”); United States v. Moore, 115 F.3d 1348, 1360 (7th Cir. 1997) (finding that photo array was not suggestive despite the defendant’s “distinctive eyebrow”); Taylor v. Swenson, 458 F.2d 593, 596-98 (8th Cir. 1972) (<HOLDING>). Moore relies almost exclusively on United Options: A. holding that a defendant was entitled to counsel at a postindictment lineup B. holding that lineup was admissible even where the defendant stood out because of a facial scar and a filed down tooth C. holding photographic lineup not suggestive where defendant was only subject wearing jacket or jacket and red shirt D. holding inconsistent out of court statements otherwise admissible not admissible against government in criminal prosecution E. holding that even in separate trial other crimes evidence would not have been admissible and identification testimony would have been admissible

assistant: The best answer is B. holding that lineup was admissible even where the defendant stood out because of a facial scar and a filed down tooth
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: argue that a finding of willfulness is not required. The court will overrule the defendants’ objections to the magistrate judge’s order. First, here the government did produce the required agents’ statements, albeit late, and neither Rule 26.2(e) nor the Jencks Act was meant to cover situations, such as this one, where a party does, ultimately, produce required statements. As stated, Rule 26.2(e) applies where a party “disobeys an order to produce or deliver a statement,” while § 3500(d) of the Jencks Act applies, “[i]f the United States elects not to comply with an order of the court ... to deliver to the defendant any such statement.” Fed.R.Crim.P. 26.2(e) (emphasis added); 18 U.S.C. § 3500(d) (emphasis added); see also United States v. Dupuy, 760 F.2d 1492, 1497 (9th Cir.1985) (<HOLDING>); United States v. Heath, 580 F.2d 1011, 1019 Options: A. holding that reversal for late disclosure of a states witness requires trial prejudice and defendants claim that he turned down an attractive plea offer because he thought the state could not prove its case without the witness does not demonstrate prejudice B. holding that testimonial hearsay statements of a witness who does not appear at trial are inadmissible under the confrontation clause of the sixth amendment unless the witness is unavailable to testify and the defendant has had a prior opportunity to crossexamine the witness C. holding that accused has right to crossexamine witness on issue of a witness potential bias that stemmed from the fact that the witness had instituted a civil action for damages against the defendant arising from the crime charged D. holding that the district court did not err in instructing the jury not to draw any adverse inferences from the governments failure to call a witness because the witness did not have a relationship with the government such that one would expect him to give testimony in favor of the government E. holding that the governments late disclosure of a statement by a government witness did not require reversal under the jencks act where the defendants were allowed a second chance to crossexamine the witness

assistant: The best answer is E. holding that the governments late disclosure of a statement by a government witness did not require reversal under the jencks act where the defendants were allowed a second chance to crossexamine the witness
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: computation. In his report and in the exhibits attached to it, he explained his calculus and the steps he took to ensure its reasonableness. Shipp’s report, including back-up figures and data, was admitted into evidence." We cannot agree that Shipp’s report and testimony áre devoid of facts, figures, or data. Compare Helena Chem. Co., 47 S.W.3d at 504 (explaining proper calculation of lost profits), with Holt Atherton Indus., Inc., 835 S.W.2d at 84 (explaining that'plaintiff s mere statement that he “lost out on”' $200,200 in income coupled with a statement as to profits shown on an income tax return constituted insufficient evidence of lost' profits), and Capital Metro. Transp. Auth. v. Cent. of Tenn. Ry. & Navigation Co., 114 S.W.3d 573, 581 (Tex.App.-Austin 2003, pet. denied) (<HOLDING>). Wise Electric also " challenges Shipp’s Options: A. holding the experts opinion testimony lacked a proper foundation when there was no physical evidence of sexual abuse and the experts admitted that their conclusions were based solely on the childrens statements that they had been abused B. holding evidence insuffi cient to support jurys 15 million lostprofits award when experts computations were not based on facts figures or data because computations ignored reality that plaintiff company had a history of losses and had never made a profit on its operations C. holding that an experts opinion must be based on facts in evidence or within his or her knowledge and that the admission of an experts opinion is reviewed for an abuse of discretion D. holding lostprofits award based on projected sales of a product not yet developed to the point of a working model too speculative because no evidence existed that the product had been sold to anyone E. holding that experts causation opinion based on statements made by plaintiff was not inherently unreliable

assistant: The best answer is B. holding evidence insuffi cient to support jurys 15 million lostprofits award when experts computations were not based on facts figures or data because computations ignored reality that plaintiff company had a history of losses and had never made a profit on its operations
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 Ohio applicable to contracts made and performed entirely in Ohio, without regard to any law that would result in the application of the laws of another jurisdiction.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) During the Term, Executive agrees to be employed and devote substantially all of Executive’s business time and efforts to the Company and the promotion of its interests and the performance of Executive’s duties and responsibilities hereunder as Executive Vice President, General Counsel and Corporate Secretary, upon the terms and conditions of this Agreement. Executive shall perform such lawful duties and responsibilities as directed from time to time by the Board of Directors of the Company (the “ Board ”) or the Chief Executive Officer of the Company (“ CEO ”) that are customary for an Executive Vice President, General Counsel and Corporate Secretary of a corporation of the size and nature of the Company.

assistant: Duties
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: Neither party may assign its rights under this Agreement, except that in the event of assignment by the Purchaser of its rights under the Loan Agreement in accordance therewith, the party to whom such assignment is made shall be entitled to the Purchaser's rights hereunder.

assistant: Assignments