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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall not issue any shares of Common Stock pursuant to this Agreement if such issuance would reasonably be expected to result in (A) a violation of the Securities Act or (B) a breach of the rules and regulations of the NYSE MKT or any other Principal Market on which the Common Stock may be listed or quoted. The provisions of this Section 2(f) shall be implemented in a manner otherwise than in strict conformity with the terms hereof only if necessary to ensure compliance with the Securities Act and the rules and regulations of the NYSE MKT or any other Principal Market on which the Common Stock may be listed or quoted.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: first , these terms constitute the entire agreement between you and evernote and govern your use of the service , except for , and then only to the extent that you have entered into a separate agreement .

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: Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided the Holder or its agents or counsel with any information that it believes constitutes material, non-public information which will not otherwise be disclosed in the 8-K Filing (as defined below). The Company understands and confirms that the Holder will rely on the foregoing representations in effecting transactions in the Cash Warrant Shares and the New Securities. All disclosure furnished by or on behalf of the Company to the Holder in connection with this Agreement regarding the Company, its business and the transactions contemplated hereby is true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company acknowledges and agrees that the Holder has not made and do not make any representations or warranties with respect to the transactions contemplated hereby other than those set forth in Article 3 hereto.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Promptly execute and deliver at its expense all further instruments and documents and take all further action that may be necessary and desirable or that the Administrative Agent may request in order to (i) perfect and protect the security interest created hereby in the Pledged Collateral of such Pledgor (including, without limitation, any and all action necessary to satisfy the Administrative Agent that the Administrative Agent has obtained a first priority perfected security interest in all Pledged Collateral subject only to Permitted Liens); (ii) enable the Administrative Agent to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral of such Pledgor; and (iii) otherwise effect the purposes of this Pledge Agreement, including, without limitation and if requested by the Administrative Agent, delivering to the Administrative Agent upon its request after the occurrence of an Event of Default, irrevocable proxies in respect of the Pledged Collateral of such Pledgor.

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 case excerpt and choose the best holding from the options. Case excerpt: the United States nor the District of Columbia may be held liable based on the MVSRA in this case. IV. CONCLUSION For the reasons set forth above, the Court shall GRANT Defendant United States’ [13] Motion to Dismiss and GRANT Defendant District of Columbia’s [6] Motion for Summary Judgment. The United States and the District of Columbia shall be dismissed from further proceedings in this case. An appropriate Order accompanies this Memorandum Opinion. 1 . Sullivan individually filed an Answer to Sheppard’s Complaint on March 6, 2009. 2 . All parties agree that the law of the District of Columbia, the situs of the accident and the alleged negligence, governs Sheppard’s claims against the United States and the District of Columbia. Cf. Wilson v. Libby, 535 F.3d 697, 711 (D.C.Cir.2008) (<HOLDING>). 3 . Although Sheppard repeatedly remarks that Options: A. holding that employees defamatory statements made at work about matters relating to work were within the scope of their employment for purposes of respondeat superior and recognizing that californias respondeat superior doctrine imposes a broad rule of liability on employers B. holding that the inquiry into whether an employee was acting within the scope of his employment depends on the respondeat superior law of the state in which the tort occurred C. recognizing respondeat superior liability D. holding that issues of fact precluded summary judgment on the question of whether an employee was acting within the course and scope of his employment for purposes of insurance coverage when the employee was simply sitting in his vehicle in his employers parking lot waiting for the business to open at the time the accident occurred E. holding that the doctrine of respondeat superior in maryland allows an employer to be held vicariously liable for the tortious conduct of its employee when that employee was acting within the scope of the employment relationship citations omitted

assistant: The best answer is B. holding that the inquiry into whether an employee was acting within the scope of his employment depends on the respondeat superior law of the state in which the tort occurred
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: J.S.’s pending motion for sanctions or otherwise indicate that the order was intended to be a final order. Accordingly, neither the nonsuit nor the trial court’s dismissal order disposed of J.S.’s motion for sanctions. See Tex. R. Civ. P. 162; Unifund CCR Partners v. Villa, 299 S.W.3d 92, 96-97 (Tex.2009) (per curiam); Crites v. Collins, 284 S.W.3d 839, 840-41 (Tex.2009) (per curiam). Likewise, the severance order did not address or affect J.S.’s sanctions motion. The order addressed only the severance of appellants’ causes of action for alleged tortious interference with contract and extortion asserted against J.S.; therefore, J.S.’s motion for sanctions remained pending before the trial court in this case. See Mantri v. Bergman, 153 S.W.3d 715, 718 (Tex.App.-Dallas 2005, pet. denied) (<HOLDING>). Finally, the Texas Supreme Court has Options: A. holding that motion for sanctions was not an independent cause of action and should be decided by trial court where frivolous pleading is pending B. holding that the defendant did not waive his special appearanee by filing a motion for sanctions that was made subject to and in the alternative to his special appearance and where the motion for sanctions was not heard or ruled upon C. holding that a motion for rule 11 sanctions is dispositive D. holding that trial court must issue order to show cause which initiates a separate proceeding independent of the rule 8800 action before imposing sanctions E. holding that trial court did not have jurisdiction to adjudicate action for malicious prosecution when matter before it was limited to motion for sanctions

assistant: The best answer is A. holding that motion for sanctions was not an independent cause of action and should be decided by trial court where frivolous pleading is pending
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: As of the Restatement Effective Date, neither the Lender Presentation nor any of the other written reports, financial statements, certificates or other written information concerning any Loan Party or any of its Subsidiaries furnished by or on behalf of any Loan Party to the Administrative Agent (other than information of a general economic or industry specific nature, projected financial information or other forward looking information) in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or thereunder (as modified or supplemented by other information so furnished prior to the date on which this representation is made or deemed made), when taken as a whole, contains when furnished any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to projected financial information, the Parent Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time made (it being understood that projections may vary from actual results and that such variances may be material).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: OCLL has been and is in compliance with, and has not received any notice of any violation of any, applicable law, order, ordinance, regulation or rule of any kind whatsoever, including without limitation the Securities Act, the Exchange Act, the applicable rules and regulations of the SEC or the applicable securities laws and rules and regulations of any state.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: willing to use force, as evidenced by his aggravated robbery conviction and his arrest for discharging a weapon into a home or school. Moreover, Williams was a suspected dealer of crack cocaine and, as Detective Daniel testified at the motion to suppress hearing, in Daniel’s experience “the majority of people who traffic, especially in cocaine, own a gun or have a gun ... at their ready.” We have often recognized the propensity of drug traffickers to carry firearms. See United States v. Till, 434 F.3d 880, 884 (6th Cir.2006) (affirming district court’s evidentiary ruling that drugs found in possession of the defendant constituted relevant evidence “because of the propensity of people involved with drugs to carry weapons”); United States v. Swafford, 385 F.3d 1026, 1030 (6th Cir. 2004) (<HOLDING>); see also United States v. Estrada, 430 F.3d Options: A. holding that a city which brought an action for forfeiture of firearms recovered from a drug suspects residence was collaterally estopped from introducing evidence of drug possession thus it could not prove the firearms were used in drug transactions and could not forfeit them B. recognizing the connection between guns and drug trafficking C. holding admissible police officers testimony that firearms are commonly used in drug trafficking D. holding that a firearm could be used both to protect the defendants spouse and to facilitate the defendants drug trafficking crimes E. holding that prior drug trafficking conviction was admissible to prove intent to distribute

assistant: The best answer is C. holding admissible police officers testimony that firearms are commonly used in drug trafficking
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: Capitalized terms used but not defined in the Notice and Agreement shall have the meanings set forth in the Plan, unless such term is defined in any Employment Agreement between the Participant and the Company or an Affiliate. Any terms used in the Notice and Agreement, but defined in the Participant’s Employment Agreement are incorporated herein by reference and shall be effective for purposes of the Notice and these Terms and Conditions without regard to the continued effectiveness of the Employment Agreement.

assistant: Defined 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 case excerpt and choose the best holding from the options. Case excerpt: plans and even if its effect is indirect.” Rosario-Cordero v. Crowley Towing & Transp. Co., 46 F.3d 120, 122-123 (1st Cir.1995) (citing D.C. v. Greater Wash. Bd. Of Trade, 506 U.S. 125, 129-30, 113 S.Ct. 580, 121 L.Ed.2d 513 (1992)). An emotional distress cause of action that hinges upon the same facts as an ERISA claim, like in Rios’s case, necessarily requires reference to and analysis of the ERISA plan. Otero v. Pharmacia Co., 466 F.3d 13, 20 (1st Cir.2006). The Supreme Court recognized as such and held that an ERISA plan beneficiary may not seek emotional distress damages purely because a plan administrator has wrongfully denied benefits to the beneficiary. Pilot Life Ins. Co., 481 U.S. at 47, 107 S.Ct. 1549; see also Alamo v. MCS Life Ins. Co., 283 F.Supp.2d 459, 467 (D.P.R.2003) (<HOLDING>). Allowing Rios to recover damages under an Options: A. holding that erisa preempts an article 1802 emotional distress claim that relates to an erisa plan B. holding that state law relates to an employee benefit plan and is therefore preempted by erisa if it has a connection with or reference to such a plan C. holding that federal common law of erisa preempts state law in the interpretation of erisa benefit plans D. holding that erisa does not preempt the plaintiffs claim that the erisa plan administrator is liable for medical malpractice where the plaintiff premised the claim solely on state law and did not invoke the erisa plan E. holding that erisa preempts state law claims of fraud and misrepresentation that are based upon the failure of a covered plan to pay benefits

assistant: The best answer is A. holding that erisa preempts an article 1802 emotional distress claim that relates to an erisa plan
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: I am pleased to offer you the full-time position of Chief Operating Officer working at our offices in Emeryville, CA . Your position with the Company, pursuant to the terms and conditions of this letter and accompanying Confidential Information and Invention Assignment Agreement, will commence on April 28, 2017. You will report to me and your duties and responsibilities include, but are not limited to, leading the commercial and operations organizations, including marketing, sales, market access, distribution, technical operations, information technology, and product planning. Of course, the Company may change your position, duties, and work location from time to time.

assistant: Titles
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 waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding arising out of this Agreement or any transaction contemplated hereby. Each party ( i ) 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 ( ii ) acknowledges that it and the other parties have been induced to enter into the Agreement by, among other things, the mutual waivers and certifications in this Section 5(g).

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: behalf to pay inmates time-and-a-half overtime pay when non-inmate workers receive it for comparable work in the same area contradicts the Department’s obligation under section 24-3-315. Consequently, the circuit court erred in denying Tomlin time- and-a-half pay for overtime work without first determinin it court’s decision concerning overtime pay and remand this issue to the ALC for a determination of whether the Departmen private sponsor: S.C.Code Ann. § 24-3-40(A) (2007) (“Unless otherwise provided by law, the employer of a prisoner authorized to work ... in a prison industry program provided under Article 3 of this chapter shall pay the prisoner’s wages directly to the Department of Corrections.”); Williams v. S.C. Dep’t of Corr., 372 S.C. 255, 258-59, 641 S.E.2d 885, 887 (2007) (<HOLDING>). 3. As to whether Tomlin is entitled to Options: A. holding a prison industries program sponsor is not an employer of inmates because the sponsor does not exclusively control the payment of inmate wages and finding agreement among other jurisdictions that examined this issue B. holding prison nurse was not entitled to official immunity related to allegations that she failed to follow the prison policy related to inmate prescriptions because the prison policy regarding the maintenance and administration of inmates prescriptions does not depend on discretionary judgment calls C. holding that inmate remuneration for prison labor does not constitute wages under section 8127 of the judicial code D. holding that inmates have no constitutionally protected interest in the wages earned while in prison E. holding that the due process clause permits the state to involuntarily treat a prison inmate who is seriously mentally ill if the inmate is dangerous to himself or others and the treatment is in the inmates medical interest

assistant: The best answer is A. holding a prison industries program sponsor is not an employer of inmates because the sponsor does not exclusively control the payment of inmate wages and finding agreement among other jurisdictions that examined this issue
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: By accepting the Options, you acknowledge and agree your agreement to comply with applicable Brazilian laws and to pay any and all applicable taxes associated with the exercise of the Options, the issuance and/or sale of Shares acquired under the Plan and the receipt of any dividends.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: During the Term, Employee agrees to devote his: (a) full business time, attention and energies to the business of the Company; and (b) reasonable, good faith efforts, skills and abilities to faithfully perform such duties as are customary and appropriate in his capacity as President as set forth in Section 2.3 above, in each case to the best of his ability. Employee will have all power and authority reasonably required to enable him to discharge such duties in an effective manner, including the authority to bind the Company. Employee agrees to comply with all Company Policies in the performance of his duties hereunder.

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: The Committee may amend, modify or terminate this Certificate without approval of Grantee; provided, however, that such amendment, modification or termination shall not, without Grantee's consent, reduce or diminish the value of this Award determined as if it had been fully vested and settled on the date of such amendment or termination.

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’s consolidated financial statements as set forth in all filings made with the Securities and Exchange Commission, including without limitation those made using Forms 10-Q, 10-K and 8-K were true and correct (the “ Company Financial Statements ”), in all material respects, at the time such filings were made. Since January 1, 2014, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, and under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by Agent, the L/C Issuer or the Swingline Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the parties and delivered to the other party. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or scanned pages shall be effective as delivery of a manually executed counterpart to 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 legal provision and list the applicable contract clause categories. Provision: For purposes of Section 5.1 of the Plan in the event of the amendment or termination of the Plan, unless and to the extent otherwise required by applicable law, no such amendment or termination may reduce the Account balance immediately preceding the date on which it is adopted or becomes effective, whichever is later, with respect to any Supplement B Participant. If the Company terminates the Plan, in part or its entirety, notwithstanding any other provision of the Plan to the contrary, additional Years of Service or age for such Supplement B Participant shall be credited under the Plan for the purpose of determining such affected Supplement B Participant’s eligibility for Retirement with respect to the period after the effective date of such Plan termination.

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: There are no actions, suits, proceedings, or investigations pending or, to the knowledge of 12RT after reasonable investigation, threatened by or against 12RT or affecting 12RT or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind. 12RT does not have any knowledge of any material default on its part with respect to any judgment, order, injunction, decree, award, rule, or regulation of any court, arbitrator, or governmental agency or instrumentality.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If you have engaged in or engage in any Detrimental Activity, the Board may take any action permitted under the Plan, including: (1) requiring you to forfeit the Shares to First Data; or (2) requiring you to forfeit and repay to First Data any gain realized on the sale of the Shares. In addition, if you receive any amount greater than what you should have received under this Agreement, you must repay any excess amount to First Data. The Shares will be subject to reduction, cancellation, forfeiture, or recoupment to the extent required by law.

assistant: Forfeitures
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: “knows or should know to be peculiarly likely to commit intentional or reckless misconduct.” Restatement (First) of Torts § 302, cmt. n (1930); see also Fleming v. Bronfin, 80 A.2d 915, 917 (D.C.1951). Under these circumstances, a defendant “is required to anticipate and provide against all of these misconducts” regardless of whether the “third person’s misconduct is or is not criminal at common law or under a statute.” Restatement (First) of Torts § 302, cmt. n. Moreover, a defendant “is subject to liability only for such harm as is within the risk ... caused by the quality of the employee which the employer had reason to suppose would be likely to cause harm.” Restatement (Second) of Agency § 213 (1958); see also Argonne Apartment House Co. v. Garrison, 42 F.2d 605 (D.C.Cir.1930) (<HOLDING>). To prevail on a theory of negligent hiring, Options: A. holding that employers knowledge of employees injury followed by the employers failure to provide the necessary medical services sufficient to impose liability upon the employer for medical services selected by the employee B. holding that the employee must at least provide his employer with enough information for the employer to be put on notice that the fmla is a consideration C. holding employee could proceed against employer in action for fraudulent misrepresentation where employees complaint alleged inter alia employee was regularly exposed to lead fumes and dust at place of employment employer tested employees blood to monitor lead levels employer willfully and intentionally withheld employees test results which showed employee had developed leadrelated diseases and employer subsequently altered those results to induce employee to continue working for employer employee further alleged employers concealment of employees condition prevented employee from reducing his exposure to lead and obstructed him from receiving appropriate medical treatment and that delay in treatment resulted in aggravation of employees injury D. holding that employers knowledge of employees criminal conviction for intoxication did not put employer on notice that employee might be a thief E. holding that an employers knowledge that an employee was diabetic did not equate to notice that the employees diabetes was so limiting as to be disabling and to require special accommodations

assistant: The best answer is D. holding that employers knowledge of employees criminal conviction for intoxication did not put employer on notice that employee might be a thief
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 Note and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Note and the transactions contemplated hereby shall be governed by the laws of the State of Illinois.

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: against enforcement of the summonses and to quash them are that (1) this court lacks personal jurisdiction over the plaintiffs because they do not reside in a “United States judicial district” or in the District of Columbia, Petition, p. 5; and (2) the revenue agents involved in the investigation “were unable to produce both statutes and implementing regulations ... that authorize him/them to do anything he has done in this case.... ” Id. at p. 7. The plaintiffs give as their address 123 El Diente Drive, Durango, Colorado. Petition, “Notice of Lodgement,” p. 2. The state of Colorado composes a single federal judicial district, created by 28 U.S.C. § 85. The plaintiffs’ argument that they do not reside in a United States judicial district is frivolous. See Lonsdale, 919 F.2d at 1448 (<HOLDING>). Moreover, sections 7604(a) and 7609(h)(1), 26 Options: A. recognizing that state agencies which are independent of the state are citizens of the state B. holding that an individual is presumed to intend the natural consequences of the individuals actions C. holding as frivolous the argument that individuals free born white preamble sovereign natural individual common law de jure citizens of a state etc are not persons subject to taxation under the internal revenue code D. holding that a contract whereby a foreign state grants a private party a license to exploit the states natural resources is not a commercial activity under the fsia since natural resources to the extent they are affected with the public interest are goods in which only the sovereign may deal E. holding that sovereign immunity barred a federal question suit against a state brought by one of its own citizens even though the text of the eleventh amendment only addresses suits brought by citizens of another state

assistant: The best answer is C. holding as frivolous the argument that individuals free born white preamble sovereign natural individual common law de jure citizens of a state etc are not persons subject to taxation under the internal revenue code
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: ebay may contact you using autodialed or prerecorded calls and text messages , at any telephone number that you have provided us , to : ( i ) notify you regarding your account ; ( ii ) troubleshoot problems with your account ; ( iii ) resolve a dispute ; ( iv ) collect a debt ; ( v ) poll your opinions through surveys or questionnaires ; or ( vi ) as otherwise necessary to service your account or enforce this user agreement , our policies , applicable law , or any other agreement we may have with you .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Administrative Agent, the Arranger and the Lenders shall have received all fees and other amounts due and payable on or prior to the Amendment Effective Date, including, to the extent invoiced, reimbursement or payment in full of all out of pocket expenses required to be reimbursed or paid by the Borrower under the Amended Credit Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall obtain, within ninety (90) days of the date hereof, from financially sound and reputable insurers Directors and Officers liability insurance, each in an amount and on terms and conditions satisfactory to the Company Board of Directors, and will use commercially reasonable efforts to cause such insurance policies to be maintained until such time as the Company Board of Directors determines that such insurance should be discontinued, provided however , the Company shall have no obligation to obtain such insurance if it is not available at rates that are reasonable and customary for the Company’s industry.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the district court erred by admitting the balance sheet at all because such evidence is irrelevant to the setting of a punitive damages award. See Fed.R.Evid. 402. But under Nevada law, a defendant’s wealth is relevant to a jury’s determination of punitive damages. In Dillard Department Stores, Inc. v. Beckwith, 115 Nev. 372, 989 P.2d 882 (1999), the Nevada Supreme Court noted its consistent recognition that “[t]he wealth of a defendant is directly relevant to the size of [a punitive damages] award, which is meant to deter the defendant from repeating his misconduct as well as punish him for his past behavior.” Id. at 887 (quoting Ainsworth v. Combined Ins. Co., 104 Nev. 587, 763 P.2d 673, 677 (1988)); see also United Fire Ins. Co. v. McClelland, 105 Nev. 504, 780 P.2d 193, 199 (1989) (<HOLDING>). To that end, the Nevada pattern jury Options: A. holding that conduct must be beyond the fraud which supported compensatory damages to award punitive damages B. recognizing the financial position of the defendant as a factor in assessing a punitive damages award C. holding a court may not award punitive damages D. holding that evidence of a defendants financial condition is a prerequisite to an award of punitive damages E. holding that punitive damages award against vicariously liable law firm was not excessive in part because the award is proportionate to the law firms financial position

assistant: The best answer is B. recognizing the financial position of the defendant as a factor in assessing a punitive damages award
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: or interests.” Johnson v. Lodge # 93 of the Fraternal Order of Police, 393 F.3d 1096, 1107 (10th Cir.2004)(citing United States v. City of Hialeah, 140 F.3d 968, 975 (11th Cir.1998)). The NMCGA has not demonstrated that the Proposed Settlement Agreement imposes any legal obligations on it or adversely affects its legal rights any more than the USFS can always do. The NMCGA contends that the Agreement adversely affects the permittees’ interest in maintaining a secure livestock grazing permit for the challenged allotments. See NMCGA’s Response at 6. Because the USFS has the discretion to modify permits as necessary to protect natural resources, the NMCGA cannot assert a legally cognizable interest in maintaining the current terms and conditions of the permits. See 43 U.S.C. § 1752(a) (<HOLDING>); 36 C.F.R. § 222.4(a) (stating that the USFS Options: A. recognizing the language permitting the enjoining of any claim or demand that is to be paid in whole or in part by a trust does not appear to permit the enjoining of contribution claims B. recognizing that the usfs has the authority to cancel suspend or modify a grazing permit or lease in whole or in part pursuant to the terms and conditions thereof C. recognizing court has authority to modify agreement to cure any unreasonable provision as to duration or scope D. holding that an officer or employee of the tennessee valley authority was not an officer or employee acting under the authority of the united states or any department or any officer of the government thereof within the meaning of a criminal statute first enacted in 1884 E. holding that the interest must be that created by a claim to the demand in suit or some part thereof which is the subject of litigation

assistant: The best answer is B. recognizing that the usfs has the authority to cancel suspend or modify a grazing permit or lease in whole or in part pursuant to the terms and conditions thereof
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 (i) set forth in Schedule 3.2(b) of the Company Disclosure Letter, (ii) may be required under the Competition Laws set forth in Schedule 3.2(c) of the Company Disclosure Letter or (iii) would not, if not made or obtained, reasonably be expected to have, individually or in the aggregate, a materially adverse impact on the ability of such Seller to consummate the transactions contemplated hereby, no consent of, or filing with, any court, Governmental Entity or third party is required to be obtained by such Seller in connection with the execution and delivery of this Agreement by such Seller or the consummation by such Seller of the transactions contemplated hereby.

assistant: Consents
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: as well as U.S. Geological Survey data concerning the underground bedrock structure and fractures, that a hydraulic interconnection exists between the plumes. Although Durham’s expert disagreed with this conclusion, his opinion was based in part on the CTDEP’s and the EPA’s historical division of the Site, which was a division of convenience and was not supported by scientific evidence. The other evidence is not sufficiently persuasive for the Court to conclude that the plumes are divisible for liability purposes. 30. Based on the experts’ testimony and reports, as well as the EPA reports, the Court concludes that Durham has failed to carry its difficult burden of proving that there were separate and distinct plumes of gr Am. Premier Underwriters, Inc., 240 F.3d 534, 549 (6th Cir.2001) (<HOLDING>). 36. Equitable factors that may be considered Options: A. recognizing that the question of whether the interest of justice is served by the transfer of a juvenile for adult prosecution is a decision within the broad discretion of the district court B. holding that the allocation of response costs under 113f is an equitable determination based on the district courts discretionary selection of the appropriate equitable factors in a given case C. holding that district courts discretion is extremely broad D. holding that the apportionment of cercla liability under 113f among various responsible parties is an equitable undertaking within the broad discretion of the district court E. recognizing the district courts broad discretion to utilize civil procedures in a manner that is useful and equitable to the parties

assistant: The best answer is D. holding that the apportionment of cercla liability under 113f among various responsible parties is an equitable undertaking within the broad discretion of the district court
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 for Raymond James & Associates, Inc., the fees and expenses of which are set forth on Section 2.7 of the Disclosure Letter and will be paid by the Company, no Company Group Member and none of their respective officers, directors, employees or agents has employed any broker or finder or incurred any liability for any financial advisory fees, brokerage fees, commissions or finder’s fees, and no broker or finder has acted directly or indirectly for the Company in connection with this Agreement or the transactions contemplated hereby.

assistant: Brokers
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 Parent Borrower and its Restricted Subsidiaries has timely filed (including any available extension) or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Parent Borrower or such Restricted Subsidiary, as applicable, has set aside on its books adequate accruals in accordance with GAAP (to the extent such accrual may be set up under GAAP) or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect. The charges and accruals on the books of the Parent Borrower and its Restricted Subsidiaries in respect of Taxes and other governmental charges are, in the reasonable opinion of the Parent Borrower, adequate.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: in no event will duolingo be responsible for the actions or inactions of any third party payment processor , including , but not limited to , system downtime or payment service outages .

assistant: Limitation of liability
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: Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Revolving Credit Lender (or, as appropriate, its assignee following compliance with Section 11.06(b)(vi)) ) or (ii) the determination by the Administrative Agent and the L/C Issuer that there exists excess Cash Collateral; provided , however, (x) any such release shall be without prejudice to, and any disbursement or other transfer of Cash Collateral shall be and remain subject to, any other Lien conferred under the Loan Documents and the other applicable provisions of the Loan Documents, and (y) the Person providing Cash Collateral and the L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All of the direct and indirect subsidiaries of the Company are set forth in the SEC Reports. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens other than the Liens of DBD Credit Funding LLC, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

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 case excerpt and choose the best holding from the options. Case excerpt: this court of jurisdiction to hear the matter.”) (internal quotation marks and cithtions omitted)/ The purpose of the exhaustion requirement is to avoid our court’s premature interference with' the agency’s processes. See Liu v. Waters, 55 F.3d 421, 424 (9th Cir.1995). We have made an exception to the exhaustion requirement for constitutional challenges,to statutes and to the administrative rules of procedure. See Rashtabadi v. INS, 23 F.3d 1562, 1567 (9th Cir.1994) (noting that because the BIA has no jurisdiction to adjudicate constitutional issues, the general rule requiring exhaustion does not preclude petitioners from raising constitutional challenges to the Immigration and Naturalization Act or to the INS’s procedures); see also Ali v. Ashcroft, 346 F.3d 873, 878 (9th Cir.2003) (<HOLDING>); Falcon Carriche v. Ashcroft, 350 F.3d 845, Options: A. holding that pro se petitioners need not raise issues in ins terms but may raise them as they may have understood them B. holding that once the court of appeals recognized that the claims of the absent parties were not frivolous as part of the rule 19b inquiry it was error for the court of appeals to address them on their merits when the required entities had been granted sovereign immunity and explaining that the courts consideration of the merits was itself an infringement on foreign sovereign immunity C. holding that court of appeals statutory jurisdiction over final orders of removal extends to reinstatement orders D. holding that where petitioners did not simply challenge the validity of their orders of removal but had questioned whether the statute grants the ins authority to remove them to a country that cannot accept them the court of appeals retains jurisdiction E. recognizing that jurors have the right to reject that part of the evidence believed by them to be untrue and to accept that found by them to be true

assistant: The best answer is D. holding that where petitioners did not simply challenge the validity of their orders of removal but had questioned whether the statute grants the ins authority to remove them to a country that cannot accept them the court of appeals retains jurisdiction