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

user: Read the legal provision and list the applicable contract clause categories. Provision: None of the Administrative Agent, Issuing Lenders or Lenders shall disclose any Confidential Information to any Person without the consent of the Borrower, other than (a) to the Administrative Agent’s, Issuing Lenders’ or Lenders’ Affiliates and their officers, directors, employees, agents and advisors, (b) to actual or prospective Eligible Assignees and participants and their officers, directors, employees, agents and advisors, (c) to any direct, indirect, actual or prospective counterparty (and its advisor) to any swap, derivative or securitization transaction related to the obligations under this Agreement, and then, in any event, only on a confidential basis, (d) as required by any law, rule or regulation or judicial process, (e) as requested or required by any state, Federal or foreign authority or examiner (including the National Association of Insurance Commissioners or any similar organization or quasi-regulatory authority) regulating such Issuing Lender, such Lender or Administrative Agent, or to insurers, insurance brokers or direct or indirect providers of credit protection when required by it, provided that, prior to any such disclosure, such Person shall undertake to preserve the confidentiality of any Confidential Information relating to the Borrower received by it from such Issuing Lender, such Lender or Administrative Agent, (f) to any rating agency when required by it, provided that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Confidential Information relating to the Borrower received by it from such Issuing Lender, such Lender or Administrative Agent, (g) in connection with any litigation or proceeding to which Administrative Agent, such Issuing Lender or such Lender or any of its Affiliates may be a party or (h) in connection with the exercise of any right or remedy under this Agreement or any other Credit Document. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, nothing in this Agreement shall (a) restrict the Administrative Agent, any Issuing Lender or any Lender from providing information to any bank or other regulatory or governmental authorities, including the Federal Reserve Board and its supervisory staff; (b) require or permit the Administrative Agent, any Issuing Lender or any Lender to disclose to any Credit Party that any information will be or was provided to the Federal Reserve Board or any of its supervisory staff; or (c) require or permit the Administrative Agent, any Issuing Lender or any Lender to inform any Credit Party of a current or upcoming Federal Reserve Board examination or any nonpublic Federal Reserve Board supervisory initiative or action .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In accordance with the terms and conditions of this Agreement, the Company hereby agrees to issue to the Purchaser, and the Purchaser hereby agrees to purchase from the Company, the Shares, for the aggregate purchase price (the “ Purchase Price ”) as is specified on the signature page to this Agreement. Upon the Purchaser’s execution and delivery of this Agreement, and the receipt by the Company of the Purchase Price, the Company shall issue a certificate representing the Shares to the Purchaser. The closing of the purchase and sale of the Shares shall take place at the offices of Pryor Cashman LLP, 7 Times Square, New York, New York 10036, on the date hereof or at such other time and place as the Company and the Purchaser mutually agree.

assistant: Sales
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 support a child in an intact family because a large tax penalty would be incurred if the funds were withdrawn early. He theorizes that including. earnings in an IRA would unreasonably burden courts calculating child support. Angela claims that Rule 90.3 and its commentary do not prevent a court from including IRA earnings in a child support calculation. She denies that the tax consequences upon withdrawal would matter. We have not considered whether earnings- in an IRA should be ..considered income to a noncustodial parent for child support purposes. Other jurisdictions, however, have ruled on the issue, finding that interest earned in an IRA can be considered as income when calculating child support. See, e.g., In re Marriage of Tessmer, 903 P.2d 1194, 1196 (Colo.App.1995) (<HOLDING>); In re Pedersen, 261 Mont. 284, 862 P.2d 411, Options: A. holding that gross income can include interest or dividends accruing to fathers ira B. holding that court can attribute income to assets including those in an ira C. holding that trial judge has discretion to not include bonuses as part of gross income if he or she determines that the bonus income is not dependable or would place a hardship on a parent D. holding gross receipts provision provides exception for trade or business to general meaning of gross income provided in section 61a so reporting of gross proceeds alone from sales of commodities would not prevent application of irc 6501e1a E. recognizing as a substantial factor that the state in that case included dividends from the subsidiaries to the parent in its calculation of the parents apportionable taxable income but did not include the underlying income of the subsidiaries themselves

assistant: The best answer is A. holding that gross income can include interest or dividends accruing to fathers ira
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: was outside the scope and course of employment at the time of the accident. Id. at 478-479, 592 N.W.2d 46. In discussing specific employer benefit, the court gave the example of a mechanic who attends an examination given by a manufacturer and receives a certificate which allows his employer to advertise that it employs “a factory-trained mechanic.” Id. at 478, 592 N.W.2d 46. In evaluating the compulsory nature of plaintiffs attendance, the court stated that: “[S]ubstantial evidence supported the magistrate’s conclusion that attendance was neither compulsory nor definitely urged or expected [but] merely encouraged, and, as such, was not an incident of employment.” Id. See also Oberhauser v. Mabe, 2009 WL 2232012, No. CA2008-11266 at *6 (Ohio App. 12 Dist. July 27, 2009) (unpublished) (<HOLDING>). In Allison v. Pepsi-Cola Bottling Co., 183 Options: A. holding that where employee was not required to attend a seminar the school was not certain that it would adopt the prototypes she learned about at the seminar and employee was furthering a primarily personal interest in maintaining her teaching certificate employee was not in the course of her employment B. holding that a sexual assault on a female employee was of a personal nature and not directed against the employee as part of the employment relationship C. holding that the employee was acting within the course of her employment when she died while returning from the workrelated session because her death occurred on a public highway which was brought within the scope of her employment by her employers requirement that she attend training at the state police academy D. holding that an assault that occurred immediately after the employee was discharged was in the course of the employment E. holding the employee was clearly within the zone of her employment even though not at her work station because she was on the universitys premises the campus

assistant: The best answer is A. holding that where employee was not required to attend a seminar the school was not certain that it would adopt the prototypes she learned about at the seminar and employee was furthering a primarily personal interest in maintaining her teaching certificate employee was not in the course of her employment
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 one or more duplicate counterparts and when signed by all of the parties listed below shall constitute a single binding agreement. Delivery of an executed counterpart of a signature page of this Agreement by fax or other electronic transmission shall be effective as delivery of a manually executed counterpart of this 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 case excerpt and choose the best holding from the options. Case excerpt: with a disability to be hired or to remain in the position for which he was hired.’ 77 W. Va. C.S.R. 1, § 4.4, in part.” Skaggs v. Elk Run Coal Co., Inc., 198 W.Va. 51, 65, 479 S.E.2d 561, 575 (1996). 12 . The terms "handicap” and "disability” are interchangeable in our and most jurisdictions’ discrimination jurispruden 1, 383 S.E.2d 305 (1989) (rejecting the employer’s contention that a coal miner who could do his assigned work with continuous and substantial pain due to degenerative joint disease could not bring a claim, and holding that the protection of our disability discrimination law would not be denied to an employee simply because he had stoically endured the difficulties caused by his medical condition); Coffman v. W.Va. Bd. of Regents, 182 W.Va. 73, 386 S.E.2d 1 (1988) (<HOLDING>); Teets v. Eastern Associated Coal Corp., Options: A. holding that it was error to dismiss complaint against individual defendants who had acted as agents of corporate trustee who could be held personally liable B. holding that plaintiff had not stated an equal protection claim where plaintiff had not alleged that the defendant treated him differently from anyone else who both had problems with alcohol and had been arrested C. holding that a woman who suffered back pain who was medically limited to light lifting and who had problems bending could make a claim D. holding that a plaintiff who did not have a direct contractual relationship with the defendant and who suffered injuries derivative of those realized by intermediate parties lacked standing to sue under rico E. holding that plaintiff who consulted an experienced attorney who failed to timely file the claim was nevertheless entitled to relief under 10

assistant: The best answer is C. holding that a woman who suffered back pain who was medically limited to light lifting and who had problems bending could make a claim
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Each party to this Agreement shall give prompt written notice to the other party or parties to this Agreement under each claim for indemnification hereunder specifying the amount and nature of the claim, and of any matter which is likely to give rise to an indemnification claim. Each party to this Agreement has the right to participate at its own expense in the defense of any such matter or its settlement, or the indemnifying party may take over the defense of such matter so long as such defense is reasonably expeditious, and in the event the indemnifying party is defending such matter, the indemnified party shall not consent to the entry of judgment or enter into any settlement by which such indemnifying party is to be bound and which settlement does not include as an unconditional term the giving by the indemnified party and the claimant or plaintiff to such indemnifying party of a release from all liability in respect to such claim or litigation. Failure to give timely notice of a matter which may give rise to an indemnification claim shall not affect the rights of the indemnified party to collect such claims from the indemnifying party except to the extent such failure to so notify adversely affects the indemnifying party's ability to defend such claim against a third party. No indemnifying party, in the defense of any claim or litigation shall, except with the consent of an indemnified party, which consent shall not be unreasonably withheld or delayed, consent to entry of any judgment or enter into any settlement by which such indemnified party is to be bound and which judgment or settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

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: The express representations and warranties made in this Agreement by Seller shall not merge into any instrument of conveyance delivered at the Closing and all of the representations and warranties made in this Agreement by Seller shall survive the Closing for a period of six (6) months (the " Survival Period " ); provided , however , that any action, suit or proceeding with respect to the truth, accuracy or completeness of such representations and warranties shall be commenced, if at all, to the extent Purchaser provided notice to Seller of such claim on or before the date which is six (6) months after the date of the Closing and, if Purchaser does not provide such notice to Seller on or before the date that is six (6) months after the date of Closing then any action, suit or proceeding relating thereto shall be void and of no force or effect. The terms and provisions of this Section 6.3 shall survive the Closing.

assistant: Survival
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: 1.2 the features and products that are made available through the software for free ( excluding products or features available for free on a trial basis only ) ( `` free products '' ) are provided to you by skype software sàrl .

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: If the Administrator, in its discretion, decides to grant an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the provisions of this Section 11 will control over any contrary provision in the Plan; provided, however, that the Administrator may in its discretion grant Awards that are not intended to qualify as “performance-based compensation” under Section 162(m) of the Code to Service Providers that are based on Performance Goals or other specific criteria or goals but that do not satisfy the requirements of this Section 11.

assistant: General
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) The Borrower has good title to, or valid leasehold interests in, all real and personal property owned by it that is material to its business, except for minor defects in title that do not interfere with its ability to conduct its business as currently contemplated or to use such properties for their intended purpose.

assistant: Subsidiaries
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 of this Agreement, and in reliance on the representations, warranties and covenants contained herein, at the Closing, the Seller agrees to sell, assign, convey, transfer and deliver to Buyer, and Buyer agrees to purchase and accept from the Seller, (a) the Shares and (b) all of the Seller’s right, title, interest in, to and under the Transferred Loans, in each case as of the Closing, for (i) an aggregate purchase price of $18,500,000 in cash (the “ Purchase Price ”) and (ii) the assumption by Buyer of the Assumed Liabilities. For the avoidance of doubt, the Parties acknowledge and agree that (x) the Purchase Price reflects a reduction of $500,000.00 to account for severance related payments and liabilities and (y) such payments and liabilities, notwithstanding anything to the contrary herein, shall be the sole responsibility of Buyer after the Closing (other than, for the avoidance of doubt, in respect of Buyer’s right to indemnification by the Seller in accordance with the terms of Article X ).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: for the Commonwealth and has imposed strict statutory and regulatory restrictions on insurance companies, including compa nies that issue LTC policies. See generally, Pa.C.S. title 40. See also, e.g., 40 Pa.C.S. ch. 2, art. XI (establishing standards for long-term care insurance); 40 Pa.C.S. § 1109 (requiring copies of policies to be filed with the insurance commissioner); 31 Pa. Code ch. 89, subch. M (regulating long-term care insurance). Accordingly, courts in Pennsylvania and other jurisdictions have applied the filed rate doctrine to insurance premiums and have used it to bar plaintiffs from contesting premium increases approved by state regulatory agencies. See e.g., Stevens v. Union Planters Corp., no. civ. a. 00-CV-1695, 2000 WL 33128256, at *3 (E.D. Pa. Aug. 22, 2000) (<HOLDING>); Horwitz v. Bankers Life & Cas. Co., 745 Options: A. holding that the filed rate doctrine precludes insureds fraudulent inducement claim B. holding that once a rate is filed with the appropriate agency except for review of the agencys orders the courts can assume no right to a different rate on that ground that in its opinion it is the only or the more reasonable rate C. holding that the filed rate doctrine barred private right of action for consumer fraud D. holding that under the filed rate doctrine a question regarding reasonable rates should be addressed to the department of insurance and that the rate plaintiff was charged is conclusively presumed reasonable under the filed rate doctrine E. holding that the respondents statelaw claims are barred by the filed rate doctrine

assistant: The best answer is D. holding that under the filed rate doctrine a question regarding reasonable rates should be addressed to the department of insurance and that the rate plaintiff was charged is conclusively presumed reasonable under the filed rate doctrine
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 set forth on Schedule 3.1(o) , none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from providing for the borrowing of money from or lending of money to, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other than for: (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits, including stock option agreements under any stock option plan of the Company.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: with the paramount right of government to protect by zoning the public health, safety, morals and welfare." McQuillin, supra § 25.166. Variances "are designed to afford a protective device against individual hardships, to provide relief against unnecessary and unjust invasions of the right of private property, and to provide a flexibility of procedure necessary to the protection of constitutional rights." Id. at §25.160. ¶ 45. The unnecessary hardship standard "is neither the same nor as demanding as a takings analysis." 3 Yokley, supra § 21-5 at 86 (Supp. 2000) (emphasis in original). However, the "no reasonable use" test for unnecessary hardship in a use variance case has something of a constitutional ring to it. See Lucas v. South Carolina Coastal Council, 505 U.S. 1003 (1992)(<HOLDING>). This is generally not true of the test for Options: A. holding that the state is obligated to pay property owners when it regulates private property under its police power in such a manner that the regulation effectively deprives the owner of the economically viable use of that property B. holding that zoning ordinance can effect a regulatory taking if the ordinance does not substantially advance legitimate state interests or denies an owner all economically viable use of his land C. recognizing categorical taking when regulation denies all economically beneficial or productive use of land D. holding that a zoning regulation which deprives property of all economically beneficial or productive use is a categorical regulatory taking E. holding that a regulation prohibiting a landowner from building houses on his beachfront property denied him all economically viable use of his land and therefore was a taking requiring compensation

assistant: The best answer is D. holding that a zoning regulation which deprives property of all economically beneficial or productive use is a categorical regulatory taking
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Executive acknowledges and agrees that (i) the purpose of the foregoing covenants is to protect the goodwill, trade secrets, and Confidential Information of the Company Group; (ii) because of the nature of the business in which the Company Group is engaged and because of the nature of the Confidential Information to which Executive has access, the Company Group would suffer irreparable harm and it would be impractical and excessively difficult to determine the actual damages of the Company Group in the event Executive breached any of the covenants of this Section 14; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under this Section 14 would be inadequate. Executive therefore agrees and consents that (I) if Executive commits any breach of the covenant under Section 14.2 and the Company does not ask Executive to choose to discontinue the other work, or (II) if Executive commits any breach of a covenant under this Section 14 or threatens to commit any such breach at any time, the Company shall have the right (in addition to, and not in lieu of, any other right or that may be available to it) to seek temporary and permanent injunctive relief from a court of competent jurisdiction.

assistant: Enforcements
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: 305, 2003 WL 22100157, at *7 (observing that “Miller does not provide much guidance in construing the meaning of the test it announces”), when it is patently clear that, regardless of the outcome of that inquiry, plaintiffs claims under the Kentucky Act are conflict preempted under a well-estab lished body of case law that dates back to 1987. B. Plaintiff’s Tortious Interference Claim (Count Three) In plaintiffs response to MetLife’s motion to dismiss, plaintiff concedes that his tortious interference claim is preempted by ERISA. Therefore, MetLife’s motion to dismiss is granted as unopposed insofar as it relates to plaintiffs tortious interference claim. See also, e.g., Sundown Ranch, Inc. v. John Alden Life Ins. Co., No. 3:01-CV-1445, 2008 WL 21281642, at *2 (N.D.Tex. May 29, 2003) (<HOLDING>). C. The Kansas Act (Count Four) The Kansas Options: A. holding a tortious interference claim was preempted by erisa because it did not meet the legal standard announced by the supreme court in miller in order for it to regulate insurance within the meaning of erisas savings clause B. holding that a suicide exclusion regulates insurance and therefore falls within the insurance savings clause C. holding 502 overpowers erisas savings clause D. holding florida exemption statute for employee benefit plans was not preempted by erisa due to savings clause E. holding texas exemption law was not preempted by erisa due to savings clause

assistant: The best answer is A. holding a tortious interference claim was preempted by erisa because it did not meet the legal standard announced by the supreme court in miller in order for it to regulate insurance within the meaning of erisas savings clause
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: (citations omitted). Seizure of a person within the meaning of the Fourth Amendment occurs “only if, in view-of all of the circumstances surrounding the incident, a reasonable person would have believed that he was not free to leave.” United States v. Mendenhall, 446 U.S. 544, 554, 64 L. Ed. 2d 497, 509 (1980) (opinion of the Court by Stewart, J., joined by Rehnquist, J., Powell, J., Burger, C.J. & Blackmun, J., concurring in the judgment). Thus, “[e]ven when law enforcement officers have no basis for suspecting a particular individual, they may pose questions, ask for identification, and request consent to search luggage— provided they do not induce cooperation by coercive means.” Drayton, 536 U.S. at 201, 153 L. Ed. 2d at 251. See also Brooks, 337 N.C. at 143-44, 446 S.E.2d at 586-87 (<HOLDING>), and State v. Farmer, 333 N.C. 172, 186-88, Options: A. holding that no seizure occurred where officer approached the suspect at the bus stop mentioned that he was investigating a bank robbery asked the suspect what he was doing in the area and for his identification and otherwise gave no indication that the suspect was not free to leave or to refuse to respond to questioning B. holding that no seizure occurred when an officer approached a parked car and initially asked the occupant where his gun was after seeing an empty holster on the seat C. holding that even if an officers stop of a defendant who was on foot was unlawful the search of a parked car was justified by a different officer observing a gun magazine in plain view in the car D. holding that no seizure occurred where the defendant initially stopped in compliance with a police officers order but then drove off quickly before the police officer could reach the suspects car E. holding that there was reasonable suspicion to stop an occupant of a parked car based on his presence late at night in an area known for drug activity his leaning over the car console with a faint light and his attempt to hide something upon seeing a police officer

assistant: The best answer is B. holding that no seizure occurred when an officer approached a parked car and initially asked the occupant where his gun was after seeing an empty holster on the seat
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 HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.10.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Practice Agreement after beginning to work for Geisinger. See Gray v. York Newspapers, Inc., 957 F.2d 1070, 1078 (3d Cir.1992) (we view the facts "in the light most favorable to the nonmoving party” on a motion for summary judgment). 2 . In Edwards’s opening brief, he also contends that he provided additional consideration to Geisinger, primarily by moving from the United Kingdom to Pennsylvania to accept Geisinger's offer. However, Edwards claims elsewhere in his brief that he relies only on an express contract theory and not on an implied contract theory, even though additional consideration may support a finding of an implied contract to retain the employee for a reasonable period of time. See, e.g., Cashdollar v. Mercy Hosp. of Pittsburgh, 406 Pa.Super. 606, 595 A.2d 70, 74 (1991) (<HOLDING>); Scullion v. EMECO Indus., Inc., 398 Pa.Super. Options: A. holding that in determining whether an accident arose out of employment the issue is whether the employees employment brought him in contact with the risk that in fact caused his injuries B. holding that louisiana had jurisdiction over a modified contract of employment where the original employment contract was formed in texas but additional consideration for employment was negotiated in louisiana C. holding requirement of additional consideration and presumption of atwill employment are both rules of construction rather than substance and implied contract needs no additional consideration where intention of parties is clear D. holding that duration of limitation is a factor in determining whether limitation is significant E. holding that additional consideration is a factor in determining whether there is an implied contract of employment

assistant: The best answer is E. holding that additional consideration is a factor in determining whether there is an implied contract of employment
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: means of acquiring knowledge.” Spear-Newman, Inc. v. Modern Floors Corp., 149 Conn. 88, 91-92, 175 A.2d 565 (1961) (citations omitted). Though estoppel need not be specifically pleaded, Winchester and Devanney must at least allege facts in their complaint on which a claim for estoppel could lie. See Jenkins v. Indemnity Ins. Co., 152 Conn. 249, 255-56, 205 A.2d 780 (1964). Here, the defendants’ motion for summary judgment is based in part on count one of the complaint, which sounds in breach of contract. The court cannot infer an estoppel claim based on the facts in that portion of Winchester and Devan-ney’s complaint, nor can they raise this claim for the first time in their opposition to the motion for summary judgment. See Wright v. Ernst & Young LLP, 152 F.3d 169, 178 (2d Cir.1998) (<HOLDING>). Further, Linda Devanney, who was in charge of Options: A. holding that a motion to intervene is not dispositive of a claim or defense of a party B. holding that a party may not raise a claim on appeal that was not presented to the trial court C. holding movant may not raise new grounds for summary judgment in reply to nonmovants response D. holding that a party may not raise a new claim in its response to a dispositive motion E. holding that a plaintiff may not raise a new legal claim in response to summary judgment

assistant: The best answer is D. holding that a party may not raise a new claim in its response to a dispositive motion
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: Board as an aid to Board deliberation. Id. at 177, 95 S.Ct. 1491. Under these circumstances, the Supreme Court held that the reports had not been adopted or incorporated by the Board, as “the evidence utterly fails to support the conclusion that the reasoning in the reports is adopted by the Board as its reasoning, even when it agrees with the conclusion of a report....” Id. at 184, 95 S.Ct. 1491. Certainly, in situations like Grumman, where an agency, having reviewed a subordinate’s non-binding recommendation, makes a “yes or no” determination without providing any reasoning at all, a court may not infer that the agency is relying on the reasoning contained in the subordinate’s report. See Casad v. United States Dep’t of Health and Human Servs., 301 F.3d 1247, 1252-53 (10th Cir.2002) (<HOLDING>); Afshar v. Dep’t of State, 702 F.2d 1125, 1143 Options: A. holding that police report of witnesss statement was inadmissible because witness had not adopted report as accurate when matter was fresh in his memory B. holding an agency could not use a policy found in a departments employee manual as the rule of law to determine a contested issue because the agency never adopted a rule containing such a policy C. holding that expert report addressing hospitals conduct was not required when plaintiffs sole theory against hospital was vicarious liability based on ostensible agency and explaining that the conduct by the hospital on which the agency relationship depends is not measured by a medical standard of care these are principles of agency law on which no expert report is required D. holding that it was not an abuse of discretion for the trial court to exclude an agency finding of no discrimination on the ground that the report would suggest to the jury that it should reach the same conclusion as the agency E. holding that a report relied upon by agency in determining whether or not to award a grant had not been adopted as there is no indication in the record that in funding the grant the agency expressly adopted the reasoning of the report

assistant: The best answer is E. holding that a report relied upon by agency in determining whether or not to award a grant had not been adopted as there is no indication in the record that in funding the grant the agency expressly adopted the reasoning of the report
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Each party hereby agrees that all information provided by the other party and identified as "confidential" will be treated as such, and the receiving party shall not make any use of such information other than with respect to this Agreement. If the Agreement shall be terminated, each party shall return to the other all such confidential information in their possession, or will certify to the other party that all of such confidential information that has not been returned has been destroyed.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: F.2d at 729. The Eighth Circuit is not alone in finding that although inmates do not have a constitutional entitlement to and/or due process interest in accessing a grievance procedure, they have a First Amendment right to be free from retaliation when they do file. Compare Geiger v. Jowers, 404 F.3d 371, 374 (5th Cir. 2005) (finding no liberty interest in grievance procedure), with Bibbs v. Early, 541 F.3d 267, 272 (5th Cir. 2008) (recognizing First Amendment retaliation right); compare Mann v. Adams, 855 F.2d 639, 640 (9th Cir. 1988) (finding inmates have “no legitimate claim of entitlement to a grievance procedure”), with Hines v. Gomez, 108 F.3d 265, 269 (9th Cir. 1997) (recognizing First Amendment retaliation right); compare Bingham v. Thomas, 654 F.3d 1171, 1177 (11th Cir. 2011) (<HOLDING>), with Boxer X v. Harris, 437 F.3d 1107, 1112 Options: A. recognizing a parents right to rear his or her children without state interference as a constitutionallyprotected fundamental liberty interest B. holding that inmates have a property interest in their money C. holding that there is no legitimate claim of entitlement to a grievance procedure D. holding that because plaintiffs were reasonable in interpreting defendants grievance procedure to apply only to active employees plaintiffs did not act in bad faith when they alleged that no applicable grievance procedure existed E. holding that inmates have no constitutionallyprotected liberty interest in access to grievance procedure

assistant: The best answer is E. holding that inmates have no constitutionallyprotected liberty interest in access to grievance procedure
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 multiple counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or email/pdf transmission shall constitute valid and sufficient delivery thereof.

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: losses ... without consideration of the economic circumstances of the defendant.” 18 U.S.C. § 3663A(f)(l)(A). At this first stage, the district court lacks “any discretion to contemplate the defendant’s financial situation.” United States v. Jones, 289 F.3d 1260, 1265 (11th Cir. 2002). Second, after the district court establishes the total amount of restitution owed, the district court considers the defendant’s financial resources to create a schedule for restitution payments. 18 U.S.C. § 3663A(f)(2). At this second stage, the court should consider the defendant’s finances. However, even then, the defendant bears the burden of demonstrating his financial condition, and the court can rely on the probation report and need not make independent findings. See Jones, 289 F.3d at 1266 (<HOLDING>). In contrast to Edwards’s contention, the MVRA Options: A. holding that it was not wrong for the administrator to rely on the findings of an independent reviewing physician B. holding that a district court can rely on the probation report and is not required to make independent findings regarding the defendants financial resources C. holding a sentencing court is not required to grant probation D. holding that judge could rely on presentenee report to determine that defendant was on probation at the time of the offense but declining to base this holding the theory that probation is derivative of criminal history E. holding that an issue was not properly before the court on appeal because the trial court did not have the opportunity to make any findings of fact regarding it

assistant: The best answer is B. holding that a district court can rely on the probation report and is not required to make independent findings regarding the defendants financial resources
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: Beathard, 767 S.W.2d at 428; Losada v. S mant, Baccus, was indisputably acting covertly on behalf of law enforcement. He was cooperating in the hopes of completing enough “case credits” to have his charges dismissed. Accordingly, to determine the sufficiency of the corroboration of the informant, we must eliminate all of his testimony and determine whether there is other evidence that tends to connect Appellant to the offense of possession with intent to deliver. In Cantelon, an officer testified that the informant met the defendant at an agreed upon time and place, that he searched the informant, and that he watched as the informant, carrying a specific amount of cash and an audio recorder, met with the defendant and then returned without the cash, carryi Amarillo 2004, pet. ref'd) (<HOLDING>); Tave v. State, No. 2-02-449-CR, 2004 WL Options: A. holding that an officers reasonable belief that he had witnessed a handtohand drug transaction helped provide a reasonable suspicion to make an investigatory stop of defendants vehicle B. holding testimony of officer and narcotics investigator who both witnessed drug transaction coupled with audio recording of transaction constituted sufficient corroboration C. holding that a fiduciary who receives consideration in connection with a transaction involving plan assets violated section 406b and a nonfiduciary who facilitated that transaction could be liable D. holding that probable cause existed when trained narcotics officers observed what they believed to be a drug transaction E. recognizing step transaction doctrine whereby courts must consider all steps of transaction in light of entire transaction so that substance of transaction will control over form of each step

assistant: The best answer is B. holding testimony of officer and narcotics investigator who both witnessed drug transaction coupled with audio recording of transaction constituted sufficient corroboration
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 will not use , copy , adapt , modify , prepare derivative works based upon , distribute , license , sell , transfer , publicly display , publicly perform , transmit , stream , broadcast or otherwise exploit the site , services or collective content , or any related information to which you may have access ; except as expressly permitted in these terms .

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: application of the legal requirements of rule 23.1 to the particular facts of a case. Courts have identified a number of factors whose existence will disqualify certain parties as derivative plaintiffs. However, courts should focus on only those factors which are materially relevant in the particular setting of the dispute. Here, Highland Estates presented two reasons or factors that they argued would disqualify the LeVangers as fair and adequate representatives under the standards of rule 23.1. First, they argued that the LeVangers were in an antagonistic or vindictive position vis-a-vis Highland Estates. Second, they argued that the LeVangers were without any support by those they were attempting to represent. See Norris v. Weir, 35 Ohio App.3d 110, 114-15, 520 N.E.2d 10, (1987) (<HOLDING>), overruled on other grounds by Perry v. Options: A. recognizing that the primary issue to be considered in whether the representative parties will fairly and adequately protect the interest of the class is a determination of whether any antagonism exists between the interests of the plaintiffs and those of the remainder of the class B. holding that plaintiff cannot be the only link between the defendant and the forum C. holding that no fiduciary duty existed between the plaintiff and defendant because there was no evidence that the parties agreed that defendant would be acting primarily for the benefit of the plaintiffs D. holding that claim for breach of good faith and fair dealing was precluded but only because there was not an express agreement between the parties E. holding that the fair and adequate representation requirement was not satisfied because of litigation between plaintiff and defendant the antagonism between the parties and the lack of support plaintiff garnered in its claim

assistant: The best answer is E. holding that the fair and adequate representation requirement was not satisfied because of litigation between plaintiff and defendant the antagonism between the parties and the lack of support plaintiff garnered in its claim
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company and the Principal, jointly and severally represent and warrant to Purchaser that the statements contained in this Section 5 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 5).

assistant: Representations