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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: was admissible, “subject to anything that might cause the court to reconsider based on the evidence.” When the Government introduced this evidence during the trial, Komolafe did not object. This court reviews the district court’s evidentiary rulings for abuse of discretion. United States v. Aramony, 88 F.3d 1369, 1377 (4th Cir.1996). However, where a party fails to object to the admission of evidence, our review is for plain error. United States v. Chin, 83 F.3d 83, 87 (4th Cir.1996) (citations omitted). We have reviewed the record and conclude that the district court did not err in determining that the evidence provided context and background for the conspiracy and was intrinsic to the charged conspiracy. See Chin, 83 F.3d at 88; United States v. Kennedy, 32 F.3d 876 (4th Cir. 1994) (<HOLDING>). Further, the evidence was not unfairly Options: A. holding that an indictment is sufficient as long as it fully and clearly sets out the crime and the elements of the offense even if the evidence consists of proof of other means of committing the same crime B. holding there was no rule 404b violation where the evidence was admitted to show knowledge and knowledge was an element of the crime charged C. holding it is fundamental error to convict a defendant of crime not charged and which is not a lesser included offense of the charged crime D. holding that admission of prior crime similar to the one charged increases likelihood that jury will convict based on past pattern of behavior rather than on facts of charged offense E. holding that fedrevid 404b does not restrict evidence of crimes that arose out of the same series of transactions as the charged offense or that are necessary to complete the story of the charged crime

assistant: The best answer is E. holding that fedrevid 404b does not restrict evidence of crimes that arose out of the same series of transactions as the charged offense or that are necessary to complete the story of the charged crime
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: Thomas is correct that we have been critical of the prosecution’s use of any form of the word “lie,” especially when characterizing the defendant’s testimony, see, e.g., United States v. White, 486 F.2d 204, 206 (2d Cir.1973) (stating that prosecutor’s assertion that defendant was lying and defense was fabricated was inconsistent with duty of prosecutor “to seek justice”), and we have even reversed convictions in extreme cases, see United States v. Drummond, 481 F.2d 62, 64 (2d Cir.1973) (reversing after repeated prosecutorial misconduct in trial, including comment that defendant’s testimony was “so riddled with lies it insults the intelligence of 14 intelligent people sitting on the jury”). However, we have also held that use of the word was not misconduct. See Resto, 824 F.2d at 212 (<HOLDING>); United States v. Peterson, 808 F.2d 969, 977 Options: A. holding prosecutors statement that defendants testimony was outandout lies not improper because not excessive or inflammatory B. holding instruction to jury that counsels arguments were not evidence did not negatej the prejudicial effect of the prosecutors inflammatory comments C. holding prosecutors statement that defendant and defense counsel were lying when they pleaded not guilty was improper D. holding that the prosecutors indirect reference to a defendants prior conviction was improper E. holding that although states argument was improper and inflammatory conviction was affirmed because it probably did not affect the verdict

assistant: The best answer is A. holding prosecutors statement that defendants testimony was outandout lies not improper because not excessive or inflammatory
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 fact that BAPCPA does not add attorneys to the expanded list of specific payees does not overrule Kline. Attorneys were not mentioned as payees in the pre-BAPCPA statute under which Kline was decided, but the Eighth Circuit ruled that a fee owed to an attorney could nevertheless be a non-dischargeable support debt. For these reasons, this Court will follow the rule established by Kline as binding precedent. But see Tucker v. Oliver, 423 B.R. 378, 381 (W.D.Okla.2010) (asserting that section 101(14A) adds additional groups of persons as payees and is reformatted as four separate requirements, suggesting Congress’ conscious decision to focus on the precise debts within the scope of the provision); Shaver v. Forgette (In re Forgette), 379 B.R. 623, 625-26 (Bankr.W.D.Va.2007)(<HOLDING>); Loe, Warren, Rosenfield, Katcher, Hibbs & Options: A. holding that effect of bankruptcy discharge under arizona law is not an extinguishment of the debt but only a bar to enforcement of the debt as a personal obligation of the debtor B. holding that an entity engaged in collection activity on a defaulted debt acquired from another is a debt collector under the fdcpa even though it may actually be owed the debt C. holding that effect of discharge of debt under bankruptcy code is the same as it was under the 1898 bankruptcy act it is not an extinguishment of the debt but only a bar to enforcement of the debt as a personal obligation of the debt or D. holding that debt collectors have no obligation to warn a consumer that her debt may increase over time E. holding that vehicle debt imposed on debtor by divorce court was debt owed to or recoverable by financing bank not exwife so not a domestic support obligation

assistant: The best answer is E. holding that vehicle debt imposed on debtor by divorce court was debt owed to or recoverable by financing bank not exwife so not a domestic support obligation
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: rev. denied sub nom., Gillum v. Tribune Co., 503 So.2d 327 (Fla.1987). While Florida has a strong public policy in favor of open government, the sanctity of police records compiled during a criminal investigation also has a long heritage in Florida. For years, law enforcement agencies could seek protection based on the common law “police secrets rule,” a rule adopted by Florida courts to shield certain investigative information from public inspection. See generally Op.Att’y Gen.Fla. 80-96 (1980). This rule was based on the belief that some agency records had to be kept confidential, at least temporarily, so that the agency may successfully complete its investigations and, ultimately, apprehend violators of the law. See Lee v. Beach Pub. Co., 127 Fla. 600, 604, 173 So. 440, 442 (1937) (<HOLDING>). In another context, the supreme court has Options: A. holding that a childabuse report is not a public record and therefore is not subject to public inspection B. recognizing that intent of public records act is to provide all citizens with access to the records of all public governmental bodies C. holding that duty existed as a matter of public policy independent of the restatement D. recognizing that some police records must remain secret and free from public inspection as a matter of public policy E. recognizing presumption in favor of public inspection and copying of matters received into evidence at public session of trial

assistant: The best answer is D. recognizing that some police records must remain secret and free from public inspection as a matter of public policy
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’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender or any L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Lenders party hereto hereby consent to the release by Administrative Agent of the Mortgaged Property described on Schedule A and all Liens related thereto. The Administrative Agent hereby agrees to execute and to promptly deliver to Borrowers (at the sole expense of the Borrowers), all documents, releases of liens, mortgage satisfactions, discharges, terminations or other release documentation reasonably requested by Borrowers and to take all additional steps as may be necessary to release or terminate its security interests in such Mortgaged Property or to evidence this consent. The parties hereto further agree that from and after the date of this Amendment, unless otherwise agreed to by the Administrative Agent and the Borrowers, the Mortgaged Property described on Schedule A shall be deemed not to be included as Mortgaged Property for purposes of the Credit Agreement and other Loan Documents.

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 legal provision and list the applicable contract clause categories. Provision: The Company has all corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, and no further approval or authorization is required on the part of the Company. This Agreement constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or other similar Laws affecting creditors’ rights generally and by general equitable principles and except as may be limited by applicable Law and public policy. Except for any stockholder approval required pursuant to Section 312 of the NYSE Listed Company Manual, no vote or consent of stockholders of the Company is required in connection with any of the transactions contemplated by this Agreement under the Company’s certificate of incorporation, the DGCL, the rules and regulations of NYSE or otherwise.

assistant: Authorizations
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: direct target of the defendants’ scheme to obtain an unfair competitive advantage by fraudulently soliciting these referrals. Here, however, the tobacco companies would not stand to benefit competitively by harming plaintiffs, and plaintiffs were not the direct target of the defendant’s activities. Therefore, plaintiffs lack standing for their RICO claims. (2) RICO Injury The RICO statute also requires that the alleged violation of the law be a “proximate cause” of the injury suffered. See Holmes, 503 U.S. at 268, 112 S.Ct. 1311. Plaintiffs claims in this action are too remote to allow recovery under RICO. Oregon Laborers, 185 F.3d at 963; see also Imagineering, Inc. v. Kiewit Pacific Co., 976 F.2d 1303 (9th Cir.1992), cert. denied, 507 U.S. 1004, 113 S.Ct. 1644, 123 L.Ed.2d 266 (1993) (<HOLDING>); Pillsbury, Madison & Sutro v. Lerner, 31 F.3d Options: A. holding that subcontractors lacked standing to bring rico claim against defendant whose fraud allegedly caused their prime contractor to lose bid B. holding that plaintiff had standing to bring a rico conspiracy claim despite his inability to bring a substantive rico claim C. holding that a judgment creditor lacked standing under rico to bring a personal claim for bankruptcy fraud committed against the corporation itself in an attempt to hinder creditors generally D. holding that the rico bar applies even where the plaintiff does not have standing to bring a securities fraud action E. holding that plaintiff lacked standing to assert rico claim for mail fraud based on misrepresentations made to third parties

assistant: The best answer is A. holding that subcontractors lacked standing to bring rico claim against defendant whose fraud allegedly caused their prime contractor to lose bid
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 this section regarding the effect of an adoption decree in the manner that it does today. I suspect that the majority’s attempt to find any way to affirm this case has more to do with a dislike of our rulings in M.K.C. I and King and a disapproval of the fact that the child’s father has never been identified. The majority simply does not think it is right for this mother to adopt her own child, particularly when they know nothing about the child’s father. The father’s identity is wholly irrelevant. It was undisputed that the father had never registered with the Arkansas Putative Father Registry or in any other way attempted to legitimate the child; thus, he was not entitled to any type of notice of the adoption proceeding. See Escobedo v. Nickita, 365 Ark. 548, 231 S.W.3d 601 (2006) (<HOLDING>). We are to presume that the General Assembly Options: A. holding that unmarried father is entitled to show that he could not have reasonably expected his biological child to be born in utah after biological mother left california immediately prior to childs birth without informing father where birth would occur B. holding failure to give putative father notice of adoption proceedings did not violate due process where he had never established a substantial relationship with his child C. holding no state court jurisdiction in an adoption proceeding D. holding child is entitled to know and be supported financially and emotionally by his or her biological father E. holding that the biological father was not entitled to notice of adoption proceeding where he failed to properly legitimate his child

assistant: The best answer is E. holding that the biological father was not entitled to notice of adoption proceeding where he failed to properly legitimate his child
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: travel to Cuba); Regan v. Wald, 468 U.S. 222, 224, 104 S.Ct. 3026, 82 L.Ed.2d 171 (1984) (regulation banning most economic transactions in connection with travel to Cuba). 15 . Califano v. Aznavorian, 439 U.S. 170, 171-72, 99 S.Ct. 471, 58 L.Ed.2d 435 (1978) (statute denying Supplement Security Income benefits to persons outside of the United States for certain periods of time). 16 . Aznavorian, 439 U.S. at 177-78, 99 S.Ct. 471. 17 . See Aptheker, 378 U.S. at 514, 84 S.Ct. 1659; Zemel, 381 U.S. at 14-16, 85 S.Ct. 1271; Agee, 453 U.S. at 306-308, 101 S.Ct. 2766; Wald, 468 U.S. at 240-243, 104 S.Ct. 3026. 18 . See Aptheker, 378 U.S. at 514, 84 S.Ct. 1659 (quoting Cantwell v. Connecticut, 310 U.S. 296, 307, 60 S.Ct. 900, 84 L.Ed. 1213 (1940)). 19 . Compare Aptheker at 514, 84 S.Ct. 1659 (<HOLDING>) and Agee, 453 U.S. at 308, 101 S.Ct. 2766 Options: A. holding that the judges restriction of the class was not an abuse of discretion B. holding that an ordinance exempting certain signs from a general sign ban was an unconstitutional contentbased restriction on speech C. holding that the specific date restriction set forth in 541a5 controls and that 1306a1 does not eliminate that restriction D. holding unconstitutional a travel restriction on communist party members E. holding that restriction on government employee speech was unconstitutionally vague

assistant: The best answer is D. holding unconstitutional a travel restriction on communist party members
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: here that the sentencing judge complied with the requirements of Rule 32(c)(3)(C). Appellant made an allocution before the judge began announcing the sentence. The issue before us, however, is how to consider appellant’s second statement to the court. On the facts before us, in which the sentencing judge indicated, prior to the imposition of sentence, that appellant would be given an opportunity to respond, we hold that it was a continuation of the allocution. The Federal Rules of Criminal Procedure do not accord a defendant the right to a second allocution. In fact, the rules do not even require a sentencing court to remind a defendant of the right to allocute so long as the court clearly notifies the defendant once. See United States v. Franklin, 902 F.2d 501, 506-07 (7th Cir.1990) (<HOLDING>). However, the fact that there is no right to a Options: A. holding that defense counsel opened the door to the prosecutions questioning of the defendant about prior convictions when defense counsel asked a prosecution witness whether he was aware that the defendant was a convicted felon B. holding right to allocution not denied when judge addressed defendant by name and asked him if he had anything to say but did not renew that invitation after defense counsel finished speaking C. holding that the trial court violated the defendants allocution rights when the court in the defendants absence did not afford defense counsel an opportunity to present information in mitigation of punishment D. holding that the trial court violated the defendants allocution rights when the court sentenced him without allowing him to offer mitigating remarks E. holding the defendant was not under arrest when police asked him to go to the station and then offered him a ride because he did not have transportation

assistant: The best answer is B. holding right to allocution not denied when judge addressed defendant by name and asked him if he had anything to say but did not renew that invitation after defense counsel finished speaking
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 entry of each of the Interim Financing Order and the Final Financing Order, each such Financing Order and the Loan Documents are sufficient to provide the superpriority claims and security interests and Liens on Collateral of the Loan Parties described in, and with the priority provided in, the Interim DIP Term Sheet and the Loan Documents, as applicable.

assistant: Liens
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: we do not guarantee the services will be uninterrupted , timely , secure , or error-free or that content loss wo n't occur , nor do we guarantee any connection to or transmission from the computer networks .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: established that the government’s proof was sufficient to withstand the motion for judgment of acquittal: Maisonet had been sentenced to prison by the judge to whom he addressed the letter; he considered the sentence to be illegal; he charged that the judge was motivated by prejudice and racism; he addressed the letter to the judge’s home; and he said nothing in the letter about having the judge investigated or about seeking his removal. Id. Although the court in Maisonet indicated its agreement with the dissenting opinion in Barcley, there has been no appreciable inconsistency in the approach taken by the two courts. Indeed, the U.S. Court of Appeals for the Eighth Circuit has cited both cases with approval. See, e.g., Martin v. United States, 691 F.2d 1235, 1240 (8th Cir.1982) (<HOLDING>), cert. denied, 459 U.S. 1211, 103 S.Ct. 1207, Options: A. holding that there is no need for a formal motion for a judgment of acquittal in a bench trial because the plea of not guilty asks the court for a judgment of acquittal B. holding remedy for lack of sufficient corroborating evidence is acquittal C. holding trial court properly overruled defendants motion for judgment of acquittal where corroborating evidence existed D. holding that evidence was sufficient to withstand a motion for acquittal where the threateninglanguage was not ambiguous E. holding that the defendants confession was erroneously admitted into evidence over objection and the court erred in not sustaining the defendants motion for judgment of acquittal where there was no evidence which tended to establish that the fire was incendiary or which corroborated the defendants statements

assistant: The best answer is D. holding that evidence was sufficient to withstand a motion for acquittal where the threateninglanguage was not ambiguous
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 Napo is required to make a payment to Glenmark subject to a deduction of tax or withholding tax, then the sum payable by Napo (in respect of which such deduction or withholding is required to be made) shall be decreased to the extent necessary to pay such withholding tax, and the amount required to be deducted or withheld shall be remitted by Napo to the proper governmental authority in accordance with Applicable Laws, and promptly transmit to Glenmark an official tax certificate or other evidence of such withholding sufficient to enable Glenmark to claim such payments of taxes.

assistant: Tax Withholdings
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 will use the proceeds of the Term Loans borrowed on the Closing Date, to refinance the indebtedness under the Existing Credit Agreement and the Affinion International Notes and for the payment of fees and expenses payable in connection with the Transactions. The Borrower will use the proceeds of the Revolving Facility Loans and the Swingline Loans for working capital needs and other general corporate purposes (including, without limitation, for Permitted Business Acquisitions and to make Permitted Investments). The Borrower will use the proceeds of the Letters of Credit solely to support payment obligations incurred by the Borrower and its Subsidiaries. Other than as set forth on Schedule 3.12 , all Senior Notes, Affinion Investments Notes and Existing Holdings Notes shall have been exchanged pursuant to the 2017 Exchange.

assistant: Use Of Proceeds
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: [his] debarment is stayed or enjoined, [his] insurance business may be severely damaged” because “[l]ong-standing clients ... [may be] unwilling, or unable, to do business with a debarred individual” and it will be difficult for him to attract new customers. Id. ¶ 12. While these statements by Feiner-man hardly present an overwhelming case for a finding of irreparable injury, they do suggest that he is likely to suffer at least some degree of irreparable injury absent preliminary injunctive relief, which may be sufficient to warrant injunctive relief depending on the degree to which the other factors considered in assessing a plaintiffs motion for a preliminary injunction favor the plaintiff. See CityFed Fin. Corp. v. Office of Thrift Supervision, 58 F.3d 738, 747 (D.C.Cir.1995) (<HOLDING>). The defendant argues that “monetary loss is Options: A. holding that a motion for a preliminary injunction and a hearing on that motion were insufficient to prevent the plaintiff from dismissing by notice B. holding that injunction seeker must demonstrate no adequate remedy at law C. holding that plaintiffs were not entitled to a preliminary injunction D. holding misrepresentation must at least be partial cause of plaintiffs injury E. holding that a party seeking a preliminary injunction must demonstrate at least some injury to succeed on his motion quoting sampson 415 us at 88 94 sct 937

assistant: The best answer is E. holding that a party seeking a preliminary injunction must demonstrate at least some injury to succeed on his motion quoting sampson 415 us at 88 94 sct 937
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 otherwise provided in this Agreement, Sellers, Shareholder and Purchasers shall each bear their own expenses incurred in connection with the negotiation and execution of this Agreement and each other agreement, document and instrument contemplated by this Agreement and the consummation of the Transactions.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Appropriate provision, which may include the election by the grantee to have the Company withhold from the Common Stock to be issued upon exercise of an option a number of shares having an aggregate fair market value that is determined by the Company to be appropriate to cover up to the maximum tax withholding amount or to surrender to the Company (either by actual delivery or attestation to the ownership) of shares of Common Stock already owned having an aggregate fair market value to satisfy the desired withholding amount, shall be made for all taxes required to be withheld from shares of Common Stock issued under this Plan under the applicable laws or other regulations of any governmental authority, whether federal, state or local, and domestic or foreign. To that end, the Company may at any time take such steps as it may deem necessary or appropriate (including sale or retention of shares) to provide for payment of such taxes.

assistant: Withholdings
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 senior bank officials, and prevent fraudulent insertion of new terms, with the collusion of bank employees, when a bank appears headed for failure. Id. However, it is “clear that the D’Oench doctrine applies even where the customer is completely innocent of any bad faith, recklessness, or negligence.” Baumann v. Savers Fed. Sav. & Loan Ass’n, 934 F.2d 1506, 1515 (11th Cir.1991), cert. denied, 504 U.S. 908, 112 S.Ct. 1936 ) generally applied only to preclude defenses raised by borrowers to avoid repaying their loans. Thigpen v. Sparks, 983 F.2d 644, 647-48 (5th Cir.1993). Courts applied the federal common law D’Oench doctrine to bar the assertion of affirmative claims against the FDIC, including claims sounding in tort. See RTC v. Dunmar Corp., 43 F.3d 587, 595 (11th Cir.) (en bane) (<HOLDING>), cert. denied sub nom. Jones v. RTC, — U.S. -, Options: A. holding section 101106f cannot be used by employees to obtain dismissal of common law intentional tort claims because those claims could not have been brought under the texas tort claims act B. holding that the application of feca to tort claims bars all other recovery C. holding that doench bars defenses and affirmative claims whether cloaked in terms of contract or tort as long as those claims arise out of an alleged secret agreement quoting timberland 932 f2d at 50 D. holding that whether in tort or contract all malpractice claims are covered by the same statute of limitations E. holding that the public harm requirement applies to fraudulent inducement claims because the fraud claims arise from related contract claims

assistant: The best answer is C. holding that doench bars defenses and affirmative claims whether cloaked in terms of contract or tort as long as those claims arise out of an alleged secret agreement quoting timberland 932 f2d at 50
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 is the complete and exclusive statement of the agreement between the parties as to the subject matter hereof and supersedes all proposals or agreements, oral or written, and all other communications between the parties related to the subject matter of this Agreement. This Agreement can be modified only by a written agreement duly signed by the persons authorized to sign agreements on behalf of Licensee and Licensor, respectively. Neither party shall have the right to assign (by operation of law, merger, change of control or otherwise), transfer or license or sublicense any of its rights hereunder without the consent of the other party, which such party may withhold at its sole discretion. If any provision of this Agreement is adjudged by any court to be void, illegal or unenforceable, in whole or in part, this adjudication shall not affect the remainder of such provision or the validity and continuation of the remainder of this Agreement. If as a result of such adjudication, continuation of this Agreement would be inconsistent with the fundamental intentions of the parties, the parties shall use reasonable business efforts to agree on substitute provision(s), which, while valid, will achieve as closely as possible the same effects as the invalid provision(s). Neither party shall be deemed the drafter of this Agreement. The relationship between Licensor and Licensee hereunder shall at all times be that of independent contractors, and nothing contained in this Agreement shall render or constitute Licensor and Licensee joint venturers, partners, or agents of each other or allow a party to legally bind the other party with respect to any third party. Captions contained in this Agreement are for reference purposes only and do not constitute part of this Agreement. This Agreement may be executed in one or more counterparts, each of which is deemed an original, but all of which together will constitute one and the same instrument.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Executive agrees that, after the end of his employment, he will refrain from making, directly or indirectly, in writing or orally, any unfavorable comments about the Company, its operations, policies, or procedures that would be likely to injure the Company’s reputation or business prospects; provided , however , that nothing herein shall preclude the Executive from responding truthfully to a lawful subpoena or other compulsory legal process or from providing truthful information otherwise required by law. The Company shall use reasonable efforts to cause its senior executive management team, after the end of Executive’s employment, to refrain from making, directly or indirectly, in writing or orally, any unfavorable comments about the Executive that would be likely to injure the Executive’s reputation or business prospects; provided, however, that nothing herein shall preclude the Company and its senior executive management team from responding truthfully to a lawful subpoena or other compulsory legal process or from providing truthful information otherwise required by law.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In the event of litigation between the parties with respect to this Agreement, the transaction contemplated hereby, the performance of their obligations (in whole or in part) hereunder or the effect of a termination hereunder, the losing party shall pay all costs and expenses incurred by the prevailing party in connection with such litigation, including reasonable attorneys’ fees actually incurred and not as a mere percentage of the amount claimed. Notwithstanding any provision of this Agreement to the contrary, the obligations of the parties under this Section 24 will survive the Getty Closing or any termination of this Agreement.

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: Executive shall provide Executive’s reasonable cooperation in connection with any action or proceeding (or any appeal from any action or proceeding) which relates to events occurring during Executive’s employment hereunder, but only to the extent the Company requests such cooperation with reasonable advance notice to Executive and in respect of such periods of time as shall not unreasonably interfere with Executive’s ability to perform her duties with any subsequent employer; provided, however, that the Company shall pay any reasonable travel, lodging and related expenses that Executive may incur in connection with providing such cooperation, to the extent approved by the Company prior to incurring such expenses. Executive is entitled to be paid or reimbursed for any expenses under this section, the amount reimbursable in any one calendar year shall not affect the amount reimbursable in any other calendar year, and the reimbursement of an eligible expense must be made no later than December 31 of the year after the year in which the expense was incurred. Executive’s rights to payment or reimbursement of expenses pursuant to this section shall expire at the end of 20 years after the date of this Employment Agreement and shall not be subject to liquidation or exchange for another benefit.

assistant: Cooperation
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 will not, and will not permit any of the Subsidiaries to, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereinafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property sold or transferred.

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

user: 1. For purposes of this Agreement, “Confidential Information” means, with respect to either party, any and all information in written, representational, electronic, verbal or other form relating directly or indirectly to the present or potential business, operation or financial condition of or relating to the disclosing party (including, but not limited to, information identified as being proprietary and/or confidential or pertaining to, pricing, marketing plans or strategy, volumes, services rendered, customers and suppliers lists, financial or technical or service matters or data, employee/agent/ consultant/officer/director related personal or sensitive data and any information which might reasonably be presumed to be proprietary or confidential in nature) excluding any such information which (i) is known to the public (through no act or omission of the receiving party in violation of this Agreement); (ii) is lawfully acquired by the receiving party from an independent source having no obligation to maintain the confidentiality of such information;

assistant: No
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: Baker, 724 N.W.2d 1, 7-8 (Minn.2006) ("A petition for review to this court must specify the legal issues to be reviewed [and we] will generally not address issues that were not specifically raised in the petition for review.” (citations omitted)). Finally, even if Minnesota Power had preserved the constitutional issue, Minnesota Power admitted that it did not introduce evidence of its actual interim rate period costs before the Commission, including costs arising from the decrease in demand for service or environmental mandates. Minnesota Power therefore cannot be said to have sustained its burden of proof such that we could determine whether an unconstitutional taking occurred. See L.A. Gas & Elec. Corp. v. R.R. Comm’n of Cal., 289 U.S. 287, 304-05, 53 S.Ct. 637, 77 L.Ed. 1180 (1933) (<HOLDING>). In short, the constitutional question that Options: A. holding that the complainant has the burden of proof to show that confiscation is clearly established B. holding that the burden of proof is on the claimant C. holding petitioner has the burden of proof under the strickland test D. holding that for an initial civil commitment the state has the burden of proof E. recognizing that the burden of proof is an essential element of the claim itself and that one who asserts a claim has the burden of proof that normally comes with it

assistant: The best answer is A. holding that the complainant has the burden of proof to show that confiscation is clearly established
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: Rogers v. R.J. Reynolds Tobacco Co., 557 N.E.2d 1045, 1054 (Ind.App.1990) (addressing the claims of a decedent who began smoking in 1940, and finding “[t]he state of knowledge attributable to the community of individuals consuming cigarettes has changed over time and will continue to do so.”). Accordingly, we must reverse the district court’s grant of summary judgment on Mrs. Tompkin’s design defect and failure to warn claims. B. Mrs. Tompkin additionally contends that the district court erred in concluding that OPLA preempted her negligence and wilful and wanton misconduct claims. This court has applied OPLA to product Lability negligence claims and has therefore implicitly concluded that common law negligence claims have been preempted by OPLA. See Amendola, 1999 WL 1111515, at *2 (<HOLDING>). Additionally, the Faugh court, using the Options: A. recognizing torts of intentional and negligent infliction of emotional distress B. holding that the plaintiffs negligent misrepresentation and negligent infliction of emotional distress claims are governed by opla C. holding that a party claiming negligent infliction of emotional distress cannot recover for emotional disturbance alone D. holding that plaintiffs negligence and negligent infliction of emotional distress claims are not independent of the breach of contract claim and summary judgment is warranted on these claims E. holding negligent misrepresentation sufficient

assistant: The best answer is B. holding that the plaintiffs negligent misrepresentation and negligent infliction of emotional distress claims are governed by opla
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: [sic] TDC — motion to stack.” Later that same day, appellant changed his mind and decided that he wished to accept the State’s plea-bargain offer. Appellant contacted his attorney, who visited him in jail. When appellant’s attorney told appellant that the 15-year plea-bargain offer was no longer available, appellant said that he would plead guilty to 20 years in prison. The State, however, refused to offer 20 years in prison, offering instead only a plea bargain of 40 years in prison, to run concurrently. Appellant pleaded guilty to both offenses on December 2, 2002, without an agreed recommendation from the State, and received conc l may or may not have a direct nexus with a defendant’s plea of guilty. Martinez v. State, 109 S.W.3d 800, 803 (Tex.App.-Corpus Christi 2003, pet. ref'd) (<HOLDING>). A judgment of guilt is rendered independently Options: A. holding that plea did not waive claim of ineffective assistance of counsel for failure to seek suppression B. recognizing a constitutional claim for ineffective assistance of counsel C. holding that right to appeal claim of ineffective assistance of counsel alleging that counsel failed to convey plea negotiations timely and adequately inform of consequences of pleading guilty to jury for sentencing waived because plea of guilty to jury was independent of and not supported by alleged ineffective assistance of counsel claims D. holding that the appropriate vehicle for claims alleging that defense counsel violated a defendants right to testify is a claim of ineffective assistance of counsel E. holding no ineffective assistance of appellate counsel claim for failure to raise as basis for appeal of conviction ineffective assistance of trial counsel where basis for the latter claim was inadequate

assistant: The best answer is C. holding that right to appeal claim of ineffective assistance of counsel alleging that counsel failed to convey plea negotiations timely and adequately inform of consequences of pleading guilty to jury for sentencing waived because plea of guilty to jury was independent of and not supported by alleged ineffective assistance of counsel claims
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: Schedule 3.15 to the Disclosure Letter sets forth, as of the Effective Date, (a) the name, type of organization and jurisdiction of organization of each direct Subsidiary of each Loan Party, (b) the percentage of each class of Equity Interests owned by each Loan Party in each of its direct Subsidiaries and (c) each joint venture in which any Loan Party owns any Equity Interests, and identifies each such direct Subsidiary of a Loan Party that is a Domestic Subsidiary, a Guarantor and a Foreign Subsidiary, in each case as of the Effective Date.

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: faculty representatives. See § 23-40-104(l)(b), 7 C.R.S. (1997). 8 . We note that Tenth Circuit authority, while mirroring the three-factor analysis we adopted in Simon, recognizes this factor as most important. See Sonnenfeld v. City & County of Denver, 100 F.3d 744, 749 (10th Cir.1996); Haldeman v. State of Wyo. Farm Loan Bd., 32 F.3d 469, 473 (10th Cir.1994). 9 . Section 24-30-1517(2) excepts from coverage the University of Colorado at Boulder, Denver, and Colorado Springs and the University of Colorado Health Sciences Center. 10 . Our conclusion squares with the body of Tenth Circuit decisions which, applying a similar analysis, have consistently found state universities to be arms of the state. See, e.g., Watson v. University of Utah Med. Ctr., 75 F.3d 569, 575, 577 (10th Cir.1996)(<HOLDING>); Mascheroni v. Regents of the Univ. of Cal., Options: A. holding that local school boards were not entitled to eleventh amendment immunity even though entitled to sovereign immunity in the same degree as the state itself from tort suits B. holding that the department of corrections was entitled to eleventh amendment immunity from suit under section 1981 C. holding that utah waived eleventh amendment immunity by causing removal to federal court and litigating merits of 42 usc 1983 action D. holding that pennsylvanias judicial districts are entitled to immunity from suit under the eleventh amendment E. recognizing general proposition and specifically finding university of utah medical center entitled to eleventh amendment immunity

assistant: The best answer is E. recognizing general proposition and specifically finding university of utah medical center entitled to eleventh amendment immunity
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided , however , that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment.

assistant: Assignments