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: EACH OF THE SUBSIDIARY GUARANTORS, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

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: 2.1. Confidential Information means all confidential information relating to the Purpose which the Disclosing Party or any of its Affiliates, discloses or makes available, to the Receiving Party or any of its Affiliates, before, on or after the Effective Date. This includes: a) the fact that discussions and negotiations are taking place concerning the Purpose and the status of those discussions and negotiations;

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any notice or communication required or permitted by any provision of this Award Agreement to be given to you shall be in writing and shall be delivered electronically, personally, or sent by certified mail, return receipt requested, addressed to you at the last address that the Company had for you in its records. Each party hereto may, from time to time, by notice to the other party hereto, specify a new address for delivery of notices relating to this Award Agreement. Any such notice shall be deemed to be given as of the date such notice is received electronically (with confirmation of receipt), personally delivered or properly mailed.

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 case excerpt and choose the best holding from the options. Case excerpt: of process). Here, plaintiff is alleging malicious use of process, which “is the employment of process for its ostensible purpose, but without reasonable or probable cause,” and is merely a type of malicious prosecution. Westland, 117 N.M. at 293, 871 P.2d at 389. Even assuming, for purposes of argument, that plaintiff has stated a cause of action for abuse of process, we conclude it was properly dismissed. As noted in our discussion of plaintiffs First Amendment claims, we agree with the district court that plaintiff has “presented no evidence of retaliatory motive on the part of either Lasater or Izatt.” Appellant’s append. 1 at 227. Accordingly, plaintiff cannot satisfy all of the elements of an abuse of process claim under New Mexico law. Westland, 117 N.M. at 293, 871 P.2d at 389 (<HOLDING>). III. Conclusion For the reasons set forth Options: A. holding that the timing of a discharge may indicate the existence of an unlawful motive B. holding that the plaintiffs failure to meet any one of the elements requires dismissal of claim C. recognizing the existence of purely jurisdictional elements D. holding that the existence of probable cause vitiated the need for an inquiry into an underlying motive for the arrest E. holding that one of the essential elements of an abuse of process claim is the existence of an ulterior motive

assistant: The best answer is E. holding that one of the essential elements of an abuse of process claim is the existence of an ulterior motive
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 Release, along with the Separation Agreement and any Exhibits thereto (and the other agreements referenced in the Separation Agreement), set forth the entire agreement between the parties hereto and fully supersedes any and all other prior agreements or understandings between the parties hereto pertaining to the subject matter hereof. This Release shall not be modified except in writing signed by the parties hereto.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and all obligations of the parties hereto hereunder shall automatically terminate, without further action by any party hereto, upon the earliest of (i) the Walk-Away Date, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms, (iv) with respect to any Shareholder, the entry without the prior written consent of such Shareholder into any amendment or modification to the Merger Agreement that results in a decrease in the Merger Consideration (as defined in the Merger Agreement on the date hereof) payable to holders of Class B Shares or a change in the type of consideration payable or otherwise causes a change that is adverse in any material respect to such Shareholder and (v) with respect to any Shareholder, the mutual written agreement of such Shareholder and Parent. In the event of any such termination of this Agreement, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent or the applicable Shareholders, other than liability for any willful and material breach of this Agreement prior to such termination; provided that the provisions set forth in Article V shall survive the termination of this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of the Customs official on the protest form”; quoting Sony Elecs., Inc. v. United States, 26 CIT 286, 287, 2002 WL 312774 (2002) for the proposition that " ‘[t]he test for determining the validity and scope of a protest is objective and independent of a Customs official’s subjective reaction to it' "); Ammex, 27 CIT at 1682, 1685, 288 F.Supp.2d at 1380, 1382 (rejecting plaintiff’s claim that “the parties' prior communications” and " 'surrounding circumstances' could help to ascertain the content” of protest); Power-One Inc. v. United States, 23 CIT 959, 964, 83 F.Supp.2d 1300, 1305 (1999) (stating that "[t]he test for determining if a submission is a protest is objective and independent of a Customs official's subjective reaction to it”); Washington Int’l Ins. Co., 16 CIT at 602-04 (<HOLDING>); Mattel, 72 Cust.Ct. at 266, 377 F.Supp. at Options: A. holding that rookerfeldman did not bar the plaintiffs federal action where a pennsylvania state court had previously dismissed the plaintiffs petition for review of an agencys decision for failure to comply with the pennsylvania rules of appellate procedure since the extent of the plaintiffs compliance with those rules had no bearing on the merits of the plaintiffs constitutional claims B. holding that plaintiffs knowledge was not based upon the public disclosures because plaintiffs knowledge was independent of those disclosures C. holding plaintiffs did not have actual knowledge of pfizers breach until they learned during the mullins trial in 1995 that pfizer anticipated the offering of the 1991 vso as early as the spring of 1990 and therefore it arguably misrepresented present facts when responding to plaintiffs inquiries reasoning we do not hold today that erisa plaintiffs cannot bring an action until they receive information that would not normally be obtained only after conducting discovery nor are we saying that the plaintiffs in this case could not in good faith have commenced an action upon learning of the 1991 vso rather we conclude only that the district court erred in holding that as a matter of law plaintiffs are barred from filing their action under erisas threeyear actual knowledge statute of limitations D. holding that cafas requirement of 100 or more plaintiffs refers only to actual named plaintiffs E. holding that plaintiffs fatally deficient protest cannot be resuscitated by plaintiffs conjecture that customs had actual knowledge of plaintiffs claimed classification

assistant: The best answer is E. holding that plaintiffs fatally deficient protest cannot be resuscitated by plaintiffs conjecture that customs had actual knowledge of plaintiffs claimed classification
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: Section 7.7(a) of the Loan Agreement is hereby amended by deleting the number “$5,000,000” appearing in the table set forth therein and replacing such number with the number “$5,500,000”.

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: Any provision of this Agreement which is invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions hereof in such jurisdiction or rendering that or any other provision of this Agreement invalid, illegal or unenforceable in any other jurisdiction.

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 any number of counterparts, each of which when so executed shall be deemed to be an original and, all of which taken together shall constitute one and the same Agreement. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature were the original 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: the plaintiffs knew enough before filing to recognize that they were doomed to lose, but the district court disagreed and declined to award sanctions. In this case, as in Sam-tiels, we hold that the decision of the district court was not an abuse of discretion. Sanctions are not appropriate when the plaintiffs’ pretrial inquiries into the factual and legal bases of the complaint are sufficient. Kraemer v. Grant County, 892 F.2d 686, 689 (7th Cir.1990) (per curiam) (stating pretrial investigation into facts and law need merely be reasonable under the circumstances). The district court, recognizing the difficulty in proving conspiratorial agreement, did not abuse its discretion in concluding that the plaintiffs’ claims were reasonable at that time and under those circumstances. See id. (<HOLDING>); see also Smith v. Our Lady of the Lake Hosp., Options: A. recognizing difficulty of evaluating judges demeanor upon appellate review B. recognizing that proving a negative may be difficult C. holding that the notion of enterprise conspiracy has largely rendered the old distinction between single conspiracy and multiple conspiracy irrelevant to rico conspiracy charges D. holding that in a conspiracy case venue lies where the conspiracy agreement was formed or in any jurisdiction where an overt act in furtherance of the conspiracy was committed by any of the conspirators E. recognizing difficulty in proving conspiracy

assistant: The best answer is E. recognizing difficulty in proving conspiracy
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: Upon the occurrence of certain events relating to Shares contemplated by Section 4.2 of the Plan (including, without limitation, an extraordinary cash dividend on such Stock), the Committee shall make such adjustments as the Committee deems appropriate in the number of Shares subject to the Option, the exercise price of the Option and the kind of securities that may be issued upon exercise of the Option. Grantee acknowledges that the Option is subject to adjustment, modification and termination in certain events as provided in this Agreement and Section 4.2 of the Plan. If any such adjustment shall result in a fractional Share, such fractional Share shall be disregarded.

assistant: Adjustments
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 Loan Agreement constitutes the entire agreement between Agent, Lenders and Borrower with regard to the subject matter hereof, and supersedes all prior and contemporaneous communications, agreements and assurances, whether verbal or written. This Loan Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. A facsimile or email transmitted executed counterpart to this Loan Agreement and the other agreements, documents and instruments executed in connection herewith will be deemed an acceptable original for purposes of consummating this Loan Agreement and such other agreements, documents and instruments; provided, however, Borrower shall be required to deliver to Agent original executed signature pages in substitution for said facsimile or email transmitted signature pages upon Agent’s request therefor.

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: The Borrower shall, and shall cause each Restricted Subsidiary to, comply in all respects with all Applicable Laws, where any such non-compliance, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

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: This Agreement may be executed in any number of counterparts, including facsimile and email pdf signatures which shall be deemed as original signatures. All executed counterparts shall constitute one agreement, notwithstanding that all signatories are not signatories to the original or the same counterpart.

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: of testing to safeguard against known risks. Further, Defendant argues that to require manufacturers to develop methodologies and conduct research to discover a problem that no one in the medical community had reported before 2001 would be overly burdensome. The Court agrees. The link between an intra-articular pain pump and chondrolysis was remote at the time Defendant manufacturer the PCIP. As such, Defendant did not breach its duty to care by failing to conduct some theoretical test that could have unearthed possible evidence of chondrolysis. See Rodriguez, 680 F.3d at 574 (“The law does not require a company to test for hidden risks that neither it nor the medical community had a reasonable basis to suspect.”); Phillippi v. Stryker Corp., 2010 WL 2650596, *3 (E.D.Cal. July 1, 2010) (<HOLDING>). Though Prather’s expert Dr. Parisian suggests Options: A. holding where there is no duty to defend there is no duty to indemnify B. holding there was no evidence to support the existence of any alleged fiduciary duty C. holding that there is no independent duty to test and even if there were it would be completely speculative as to what the consequences would be of any purported failure to fulfill this supposed duty D. 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 E. recognizing in dicta that where there is a general duty it may be considered as insistent both where the actor is and the subject is as in the case of the duty of a father to support his children and if the duty hals criminal sanetion it may be enforced in either place

assistant: The best answer is C. holding that there is no independent duty to test and even if there were it would be completely speculative as to what the consequences would be of any purported failure to fulfill this supposed duty
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 herein and not otherwise defined herein have the meanings assigned to them in the Existing Term Loan Agreement or the Restated Term Loan Agreement (as defined below), as the context may require. The interpretive provisions specified in Section 1.03 of the Existing Term Loan Agreement also apply to this Amendment, mutatis mutandis .

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: presented to the courts of last resort — state and federal— will be resolved on other grounds and not by answering this debatable question about the net impact of different rules of law on freedom of expression by performing artists. A more compelling ground for resolving the issue is that legal constraints protecting freedom of expression are primarily designed as a shield, not a sword. They may be invoked generally in defense of freedom and only rarely to sustain an action for damages. The legal system stands ready to shield freedom against unlawful governmental intrusion, but reluctant to use the sword of damages to vindicate one claim of freedom by striking down another. Cf. NAACP v. Claiborne Hardware Co., 458 U.S. 886, 920-32, 102 S.Ct. 3409, 3430-36, 73 L.Ed.2d 1215 (1982) (<HOLDING>). In a system of equal justice, a conception of Options: A. holding such damages available where local law silent on issue speculative nature of damages does not preclude recovery B. holding that law enforcement agents speech which raised the possibility of corruption in a public agency is protected under the first amendment C. holding that first amendment principles preclude recovery under state law for damages caused by speech or other protected conduct D. holding first amendment claim requires actual protected conduct E. holding that retaliatory discharge based solely on protected speech by ones spouse is actionable under the first amendment

assistant: The best answer is C. holding that first amendment principles preclude recovery under state law for damages caused by speech or other protected conduct
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 consideration for all services rendered by Executive during the term of this Agreement, Employer shall pay Executive an annual base salary (before all customary and proper payroll deductions) of $199,000 as adjusted from time to time (“Base Salary”). The Board of Directors of the Employer shall review Executive’s salary each year, in a manner consistent with that used for all management employees of the Employer, and in its sole discretion may adjust such salary commensurate with the Executive’s performance and responsibilities under this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any provision of this Agreement (or portion thereof) which is deemed invalid, illegal, or unenforceable in any jurisdiction shall, as to that jurisdiction and subject to this Section 13(g) , be ineffective to the extent of such invalidity, illegality, or unenforceability, without affecting in any way the remaining provisions thereof in such jurisdiction or rendering that or any other provisions of this Agreement invalid, illegal, or unenforceable in any other jurisdiction. If any covenant should be deemed invalid, illegal, or unenforceable because its scope is considered excessive, such covenant shall be modified so that the scope of the covenant is reduced only to the minimum extent necessary to render the modified covenant valid, legal, and enforceable. No waiver of any provision or violation of this Agreement by the Company shall be implied by the Company’s forbearance or failure to take action.

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: The Employee shall be entitled to four (4) weeks of paid vacation in each calendar year. At no time, however, shall Employee take more than two (2) weeks of vacation consecutively. The Employee shall have the holidays and sick days as determined by the Company’s policies in effect on the date hereof and as amended and shall report vacation days and time off through the Company’s JAMS portal.

assistant: Vacations
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: 216, 231, 238, 241, 245, 248, 267 and 275. Furthermore, as Hummer admits, plaintiffs obtained over 2,100 emails from the Napster trustee in which John Hummer was the sender or recipient, demonstrating that Hummer Winblad email communications regarding Napster did not cease after the distribution of the June 3, 2000 email. There was clearly some amount of email traffic on the Hummer servers related to Napster after the number of produced emails dropped off in June 2000. The precise number, of course, is impossible to determine given the fact that emails on Hummer Winblad servers were routinely deleted. As the party at fault for failing to preserve the emails, Hummer would typically bear the consequences of this uncertainty. See National Ass’n of Radiation Survivors, 115 F.R.D. at 557 (<HOLDING>) (internal quotations omitted); see also Options: A. holding that a court must review all of the documents claimed as privileged and cannot rely on a random sampling of documents to determine privilege B. holding that pursuant to the best evidence rule trial testimony relying on documents was inadmissible without submission of such documents or an explanation as to why the documents were unavailable C. holding that where original documents were illegally seized those documents as well as all copies had to be returned D. holding that where the relevance and resulting prejudice from destruction of documents cannot be clearly ascertained because the documents no longer exist the culpable party can hardly assert any presumption of irrelevance as to the destroyed documents E. holding an agency need not demonstrate that all responsive documents were found and that no other relevant documents could possibly exist

assistant: The best answer is D. holding that where the relevance and resulting prejudice from destruction of documents cannot be clearly ascertained because the documents no longer exist the culpable party can hardly assert any presumption of irrelevance as to the destroyed documents
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) Promptly after the filing or receiving thereof, copies of (I) all reports and notices with respect to any Reportable Event with respect to any Pension Plan, which any Hill-Rom Party or any of their respective ERISA Affiliates files under ERISA with the Internal Revenue Service, the PBGC or the U.S. Department of Labor or which any Hill-Rom Party or any of their respective ERISA Affiliates receives from the Internal Revenue Service, the PBGC or the U.S. Department of Labor, and (II) all reports and documents which it files under any other applicable pension benefits legislation that relate to matters concerning, or that would or could reasonably be expected to affect, the Receivables (including the value, the validity, the collectability, or the enforceability thereof), the transactions contemplated by the Transaction Documents, or the performance of such Originator (or any of its Affiliates), or the ability of such Originator (or any of its Affiliates) to perform, thereunder.

assistant: Erisa
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 terminated by the Buyer any time an Event of Default exists, without any liability or payment to the Company. However, if pursuant to or within the meaning of any Bankruptcy Law, the Company commences a voluntary case or any Person commences a proceeding against the Company, a Custodian is appointed for the Company or for all or substantially all of its property, or the Company makes a general assignment for the benefit of its creditors, (any of which would be an Event of Default as described in Sections 9(f), 9(g) and 9(h) hereof) this Agreement shall automatically terminate without any liability or payment to the Company without further action or notice by any Person. No such termination of this Agreement under this Section 11(k) shall affect the Company’s or the Buyer’s obligations under this Agreement with respect to pending purchases and the Company and the Buyer shall complete their respective obligations with respect to any pending purchases under this Agreement.

assistant: Terminations
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 Parent will, and will cause each of its Significant Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business; provided that the foregoing shall not prohibit any merger, consolidation, liquidation, dissolution or other action permitted under Section 6.02; and provided further that neither the Parent nor any Significant Subsidiary shall be required to maintain the existence of any right, license, permit, privilege or franchise where the failure to preserve, renew or keep the same in full force and effect could not reasonably be expected to have a Material Adverse Effect.

assistant: Existence
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: person convicted and sentenced pursuant to this subsection for a first offense or second offense may have the sentence suspended and probation granted, and is eligible for parole, supervised furlough, community supervision, work release, work credits, education credits, and good conduct credits.” 2010 Act No. 273, § 38 (emphases added). Similar language was added to subsection (A) of section 44-53-375 and various provisions in section 44-53-370 covering controlled substances. The legislature’s use of the phrase “Notwithstanding any other provision of law,” in the amendments to sections 44-53-375 and -370 expresses its intent to repeal section 24-13-100 to the extent it conflicts with amended sections 44-53-375 and -370. See Stone v. State, 313 S.C. 533, 535, 443 S.E.2d 544, 545 (1994) (<HOLDING>); Hair v. State, 305 S.C. 77, 79, 406 S.E.2d Options: A. holding that specific statutes create exceptions to general statutes therefore if a provision of a specific statute is inconsistent with one in a general statute on the same subject the specific statute controls B. holding that a general statute is superseded by a more recent specific statute only if the two statutes are in conflict C. holding that where there is a conflict between statutes the more recent statute is controlling and a specific provision prevails over a general provision relating to the same subject matter D. holding that an earlier specific statute trumps a later more general one E. holding that when two statutes are in conflict the more recent and specific statute should prevail so as to repeal the earlier general statute

assistant: The best answer is E. holding that when two statutes are in conflict the more recent and specific statute should prevail so as to repeal the earlier general statute
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: sufficiently clear that a reasonable official would understand that what he is doing violates that right’” (quoting Anderson v. Creighton, 483 U.S. 635, 640, 107 S.Ct. 3034, 97 L.Ed.2d 523 (1987))); Marrero-Méndez v. Calixto-Rodríguez, 830 F.3d 38, 46 (1st Cir, 2016); Mlodzinski v, Lewis, 648 F.3d 24, 38 (1st Cir. 2011). That makes sense, because [t]he easiest cases don’t even arise. There has never been a section 1983 case accusing welfare officials of selling foster children into slavery; it does not follow that if such a case arose, the officials would be immune from damages liability because no previous case had found liability in those circumstances. K.H. Through Murphy v. Morgan, 914 F.2d 846, 851 (7th Cir. 1990) (Posner, J., for the court); accord Marrero-Méndez, 830 F.3d at 47 (<HOLDING>). What this means is that a plaintiff can meet Options: A. holding a gun to the head of a child and threatening to pull the trigger is plainly excessive force so closely analogous case is not needed to put police officer on notice B. holding that because the coerciveness of the officials actions is patently obvious no particular case and certainly not one directly on point heed have existed to put a reasonable officer on notice of its unconstitutionality citation and quotations omitted C. holding that because some of the most difficult and embarrassing questions which a judicial officer is called upon to consider and determine relate to his jurisdiction the scope of the judges jurisdiction must be construed broadly where the issue is the immunity of the judge citations quotations and ellipses omitted D. holding that a statute is certainly not so plainly unconstitutional that the failure of the trial court to hold it so can be regarded as a plain error or a culpable neglect of judicial duty internal citation omitted E. holding that although school officials knew that the eventual perpetrator had a history of misbehaving in sexually suggestive ways there is no evidence that he had done anything that would have put officials on notice of the serious risk he posed

assistant: The best answer is B. holding that because the coerciveness of the officials actions is patently obvious no particular case and certainly not one directly on point heed have existed to put a reasonable officer on notice of its unconstitutionality citation and quotations omitted
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: court used the wrong version of the bankruptcy code. According to Mr. Flanders, the bankruptcy court erred by using the current version of 11 U.S.C. § 523 rather than the version that had been in effect when his bankruptcy petition was filed. Mr. Flanders claims that if the earlier statutory version had been used, the bankruptcy court would have concluded that his debt to Great Northern Transportation Co. had been discharged and that the bankruptcy court had enjoyed exclusive jurisdiction over dischargeability. Prior to this appeal, Mr. Flanders had not questioned the bankruptcy court’s or the Bankruptcy Appellate Panel’s reliance on the current statutory version. Thus, we consider this argument forfeited. See Foster v. Hill (In re Foster), 188 F.3d 1259, 1264 n.5 (10th Cir. 1999) (<HOLDING>). Mr. Flanders points out that • he raised Options: A. holding that issue not raised before the postconviction court was forfeited for the purposes of appeal B. holding the government waived its argument on appeal that the defendant did not have standing to challenge a search when it failed to raise the argument to the district court C. holding that the point on appeal and the objection in the trial court must be the same in order for it to be preserved for appeal D. holding that an appeal point was forfeited because the litigant failed to make the same argument when appealing from the bankruptcy court to the district court E. holding that appellate court will not consider an argument on appeal that is different from the specific argument presented to the trial court even if it relates to the same general issue

assistant: The best answer is D. holding that an appeal point was forfeited because the litigant failed to make the same argument when appealing from the bankruptcy court to 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: The closing (the “ Closing ”) of the transactions contemplated hereby shall take place at the offices of Ballard Spahr LLP, commencing at 10:00 a.m., Philadelphia time, on November 17 , 2016 or such other place or date as to which the Agent, the Banks and the Borrower shall agree. The date on which the Closing shall be completed is referred to herein as the “ Closing Date ”.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Morse v. Ripken, 707 So.2d 921, 922 (Fla. 4th DCA 1998). The law, however, distinguishes between pure expressions of opinion, which are constitutionally protected, and mixed expressions of opinion, which, like factual statements, are not. Pure opinion occurs when the defendant makes a comment or states an opinion based on facts which are set forth in the a ion is based are stated in the article, but those “facts” are either incomplete or incorrect, or the speaker’s assessment of them is erroneous, the statement may imply a false assertion of fact. In that event, the statement is not protected as pure opinion. Milkovich v. Lorain Journal Co., 497 U.S. 1, 18-19, 110 S.Ct. 2695, 111 L.Ed.2d 1 (1990); see also Anson v. Paxson Commc’ns Corp., 736 So.2d 1209, 1211 (Fla. 4th DCA 1999) (<HOLDING>). Whether a statement is one of fact or one of Options: A. holding that false arrest and false imprisonment claim were not duplicative B. holding that defendants who were treated to expensive dinners and offered money were not adequately induced to show that they were not predisposed C. holding that defendants were not in control and therefore were not supervisors and not subject to liability under 1983 D. holding that all claims submitted by defendant were false because they were acquired by kickback E. holding that false remarks on a radio talk show were not automatically shielded from liability because they were opinion

assistant: The best answer is E. holding that false remarks on a radio talk show were not automatically shielded from liability because they were opinion
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. Each party acknowledges that it and the other party may execute this Agreement by manual, stamp or mechanical signature, and that delivery of an executed counterpart of a signature page to this Agreement (whether executed by manual, stamp or mechanical signature) by facsimile or by email in portable document format (PDF) shall be effective as delivery of such 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 legal provision and list the applicable contract clause categories. Provision: The Investor and its counsel shall have a reasonable opportunity to review and comment upon any Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use reasonable best efforts to keep all Registration Statements effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities Act and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby and no Put Shares remain issuable under the Purchase Agreement (the “ Registration Period ”). Each Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

assistant: Effectiveness
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: Set forth in Part A of Schedule 3.13 is a complete and correct list of all of the Subsidiaries of the Borrower (other than Immaterial Subsidiaries) as of the Effective Date, together with, for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary and (ii) if such Subsidiary is not a wholly-owned Subsidiary of the Borrower, the percentage of ownership thereof held by the Borrower and its Subsidiaries as of the Effective Date. As of the Effective Date, except as disclosed in Part A of Schedule 3.13 , (x) each of the Borrower and its Subsidiaries owns, free and clear of Liens (other than Liens permitted by Section 6.02), and has the unencumbered right to vote, all outstanding ownership interests in each Person shown to be held by it in Part A of Schedule 3.13 , (y) all of the issued and outstanding Equity Interests of each such Person organized as a corporation is validly issued, fully paid and non-assessable and (z) there are no outstanding Equity Rights with respect to such Person.

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: by the Constitution’ ”) (quoting Michigan v. Tucker, 417 U.S. 433, 444, 94 S.Ct. 2357, 2363, 41 L.Ed.2d 182 (1974)); see also Roberson, 486 U.S. at 688-93, 108 S.Ct. at 2101-04 (Kennedy, J., dissenting). II Courts must be wary of exaggerating what are properly recognized as contemptible improprieties into grandiose visions of injustice. The temptation to entertain such visions is especially great in cases that pit lonely criminal defendants against the police and prosecutorial powers of their state governments. The danger in succumbing to such temptation is that rules designed to secure the integrity of the legal process can gradually take the form of escape valves whose only notable effect is to provide safe haven for indisputably guilty persons. Cf Fulminante, 111 S.Ct. at 1264 (<HOLDING>) (quoting Delaware v. Van Arsdall, 475 U.S. Options: A. holding harmless the admission of a nontestifying codefendants confession in violation of the confrontation clause when there was extensive evidence of the defendants guilt including the defendants allegedly coerced confession and an eyewitness who testified that he was absolutely certain that the defendant committed the crime B. holding the erroneous admission of an involuntary confession is subject to a harmless error analysis when the defendants guilt is established beyond a reasonable doubt C. holding that question of whether a confession was coerced was not to be resolved by considering the truth or falsity of the confession D. holding that even the admission of a coerced confession may be harmless error and noting that the central purpose of a criminal trial is to decide the factual question of the defendants guilt or innocence E. holding that error from the erroneous admission of evidence was harmless in light of the overwhelming evidence of the defendants guilt

assistant: The best answer is D. holding that even the admission of a coerced confession may be harmless error and noting that the central purpose of a criminal trial is to decide the factual question of the defendants guilt or innocence
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: v. FDIC, 733 F.Supp. 1091, 1094 (N.D.Tex.1990) (Fitzwater, J.). 4 . “Suits against state officials in their official capacity are considered to be suits against the individual's office, and so are generally barred as suits against the state itself.” Wallace v. Texas Tech Univ., 80 F.3d 1042, 1047 n. 3 (5th Cir.1996) (citing Will v. Michigan Dept. of State Police, 491 U.S. 58, 70-71, 109 S.Ct. 2304, 2311-12, 105 L.Ed.2d 45 (1989)). Although claims for prospective injunctive relief brought against state officials in their official capacity are not suits against the state, id., Gaines does not request such relief. 5 . In view of this holding, the court need not determine whether an educational opportunity is "property” under Texas state law. See teach v. FDIC, 860 F.2d 1266, 1274 n. 14 (<HOLDING>). 6 . The individual defendants move to dismiss Options: A. holding that property is an inherently state lawrelated term and that courts should look to state law when applying rico B. holding that federal courts should apply state substantive law C. holding that when applying state law a federal court is bound to follow the highest court in the state D. holding the court may look to state law for guidance where federal law is not fully developed E. holding that courts must look to the state that rendered the judgment to determine whether the courts of that state would afford the judgment preclusive effect

assistant: The best answer is A. holding that property is an inherently state lawrelated term and that courts should look to state law when applying rico
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 aggregate Commitments (including due to new Commitments by additional Lenders) are increased in accordance with this Section 2.14 , the Agent and the Borrower shall determine the effective date (the “ Increase Effective Date ”) and the final allocation of such increase. The Agent shall promptly notify the Borrower and the Lenders (including any additional Lenders) of the final allocation of such increase and the Increase Effective Date.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: For purposes of this Agreement, the following capitalized terms shall have the definitions set forth below. Other capitalized terms used in this Agreement that are not defined in this Section 1 shall have the definitions given them in this Agreement.

assistant: Definitions