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: the Sentencing Commission’s failure to provide for completed distributions, in the application notes. He maintains further that -if we agree that this is a clarifying amendment, we should remand for resentencing so as to give the sentencing court the opportunity to consider the additional clarifying language. Marmolejos’s argument is based on the established principle that a post-sentencing amendment to a sentencing guideline or its comments should be given effect if it “clarifies” the guideline or comment in place at the time of sentencing. If, however, the amendment effects a substantive change in the law, the defendant does not reap the benefit of the new provision. See U.S. Sentencing Guidelines Manual § 1B1.11(b)(2) (1998); Isabel v. United States, 980 F.2d 60, 62 (1st Cir.1992) (<HOLDING>); United States v. Ofchinick, 877 F.2d 251, 257 Options: A. recognizing this as the general rule B. holding that the bia rule is unreasonable in this context C. recognizing this texas rule D. recognizing this rule E. holding that this is the rule in virtually all circuits

assistant: The best answer is E. holding that this is the rule in virtually all circuits
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 execution, delivery and performance by each Loan Party of this Agreement and each other Loan Document to which such Loan Party is party and the consummation of the Initial Permitted Acquisition, have been duly authorized by all necessary corporate, limited liability company, or partnership action, as applicable, and do not and will not contravene, conflict with or result in any breach or contravention of, or the creation of any Lien under any of such Loan Party’s organizational and governing documents, or any document evidencing any contractual obligation to which such Loan Party is a party or any order, injunction, writ or decree of any Governmental Authority to which such Loan Party or its property is subject or any Requirement of Law, to the extent any such contravention, conflict or breach has or could reasonably be expected to have a Material Adverse Effect on the Loan Parties, taken as a whole.

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 legal provision and list the applicable contract clause categories. Provision: The proceeds of the Revolving Credit Advances, the Swing Line Advances and the Letters of Credit shall only be utilized to provide financing for working capital, capital expenditures and other general corporate purposes of the Borrower and its Subsidiaries. The proceeds of the Term Advances shall only be utilized to provide financing for general corporate purposes of the Borrower and its Subsidiaries, including the repurchase and/or repayment of the 2021 Senior Notes.

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 legal provision and list the applicable contract clause categories. Provision: Except as set forth in this Third A&R Amendment, all terms and conditions of the Original Agreement are hereby ratified and shall remain in full force and effect. Amendments made pursuant to this Third A&R Amendment shall be effective as of the Third A&R Amendment Effective Date.

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: Except as otherwise determined by the Board in its discretion, the Plan shall be administered by the Committee; provided, that, the Board may, in its sole discretion, make awards under the Plan. The Committee shall consist exclusively of two or more non-employee directors within the meaning of the rules promulgated by the Securities and Exchange Commission under Section 16 of the Exchange Act who also qualify as outside directors within the meaning of Code Section 162(m) and the related regulations under the Code. The members of the Committee shall be appointed from time to time by, and shall serve at the discretion of, the Board.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of how the State could provide a meaningful hearing before the deprivation takes place.”) (internal quotations omitted); Lowe v. Scott, 959 F.2d 323, 340 (1st Cir.1992) (“[W]hen the state official is not acting pursuant to established state procedure, the state is not in a position to provide anything other than such postdeprivation remedies[.]”). Here, however, the decision to eliminate the Plaintiffs position followed an established state procedure. Because the Defendant had broad discretion under state law to deprive employees within the Machiasport School District of their property interest in continued employment, they also possessed the concomitant duty to ensure pre-deprivation procedural protections. Zinermon v. Burch, 494 U.S. 113, 135, 110 S.Ct. 975, 108 L.Ed.2d 100 (1990) (<HOLDING>). See Krennerich v. Inhabitants of the Town of Options: A. holding that claim against hospital regarding patients fall caused by defective footboard on hospital bed constituted health care liability claim B. holding claim of deprivation of right to competent mental health evaluation was procedurally barred because it could have been raised on direct appeal C. recognizing district courts power to admit evidence for a limited purpose D. holding that where employees at state mental health hospital had broad power to admit patients the constitution imposed on them a duty to see that no deprivation occurred without adequate procedural protections E. holding that the court had no power to sanction conduct that occurred in an arbitration

assistant: The best answer is D. holding that where employees at state mental health hospital had broad power to admit patients the constitution imposed on them a duty to see that no deprivation occurred without adequate procedural protections
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: singling out and mocking a student in front of a class, giving him an unjustifiably low grade, or giving him mean looks on multiple occasións in retaliation for that student having previously made a report of student-on-student sexual assault, and (2) violation of the First Amendment by public school administrators by ignoring a student’s reports of bullying by other students and teachers, in retaliation for that student having previously made'a report of student-on-student-sexual assault. With respect to the first theory, the case law is clear that the teachers’ harassment against a student in retaliation for reporting a sexual assault is impermissible retaliation in violation of the student’s First Amendment rights. See, e.g., Seamons v. Snow, 84 F.3d 1226, 1238-39 (10th Cir. 1996) (<HOLDING>). The second theory is harder because the 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 officials are entitled to qualified immunity for reasonable mistakes of law C. holding that students reporting of sexual hazing was entitled to first amendment protection and school officials were not entitled to qualified immunity when they punished him by throwing him off the football team D. holding that defendants are not entitled to qualified immunity E. holding that an officer applying for a warrant without probable cause may be entitled to qualified immunity but is not entitled to absolute immunity

assistant: The best answer is C. holding that students reporting of sexual hazing was entitled to first amendment protection and school officials were not entitled to qualified immunity when they punished him by throwing him off the football team
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: secured proof of claim was properly filed. The Court again wishes to stress that its holding today is limited to the facts of the case before it. The Court is not generally holding that replacement windows can never become fixtures or do not typically become part of the real estate to which .2008). See also 35A Am.Jur.2d Fixtures § 19 (stating that "[t]he characterization put upon articles as fixtures or nonfix-tures by parties to a purchase contract should be upheld where the rights of third parties are not adversely affected, no statute suggests a contrary result, and the articles are not so completely merged with the realty as to prevent removal of the article without material injury to the realty.”) 16 . Id. at 745-46. 17 . 77 B.R. 34 (Bankr.M.D.N.C.1987). 18 . Id. at 36. 19 . Id. (<HOLDING>). 20 . 800 S.W.2d 755 (Mo.App. W.D.1990). 21 . Options: A. holding that when third party rights are involved the apparent intent to an outsider are determinative B. holding that while general objections are discouraged they are valid to preserve error when the ground of the objection is apparent C. holding that apparent authority refers to a third partys reasonable belief that the principal has authorized the acts of its agent it arises from the principals indirect or direct manifestations to a third party D. holding that a litigant may not claim standing to assert the rights of a third party E. holding that a third party has authority to consent to a search if the third party is a coinhabitant

assistant: The best answer is A. holding that when third party rights are involved the apparent intent to an outsider are determinative
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be binding upon and inure to the benefit of the Company and any successor of the Company. Except as provided in the preceding sentence, this Agreement, and the rights and obligations of the parties hereunder, are personal and neither this Agreement, nor any right, benefit or obligation of either party hereto, shall be subject to voluntary or involuntary assignment, alienation or transfer, whether by operation of law or otherwise, without the prior written consent of the other party. In addition, any payment owed to Executive hereunder after the date of Executive’s death shall be paid to Executive’s estate.

assistant: Successors
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: These items were not available to [Co-wart] pending the outcome of that trial. Accordingly, the institution of the forfeiture proceedings did not deny him the use and enjoyment of his property, and the State’s delay in filing did not constitute a denial of due process.” Cowart and Travis timely appealed. On appeal, Cowart and Travis contend that the State’s forfeiture petition was not timely filed and that the State did not present evidence establishing with reasonable satisfaction that the property seized had any connection to the production and sale of methamphetamine. The dispositive issue on appeal is whether the State instituted the forfeiture proceeding “promptly,” as required by § 20-2-93(c), Ala.Code 1975. At the outset, we note that when, as here, the trial court ent .1979) (<HOLDING>); and Kirkland v. State ex rel. Baxley, supra Options: A. holding that delay for three and onehalf years was unreasonable under rule 60b6 B. holding that forfeiture proceedings instituted three and onehalf weeks after service of process were prompt C. holding a three and onehalf year delay was unreasonable D. holding that by itself three and onehalf months was insufficient to prove causation E. holding that a three and onehalf month temporal proximity is insufficient to create a jury issue on causation

assistant: The best answer is B. holding that forfeiture proceedings instituted three and onehalf weeks after service of process were prompt
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 contract has been entered into in the State of California and shall be construed under and be governed in all respects by the laws of the State of California, without giving effect to the conflict of laws principles of such state; provided, however, that the indemnification agreement referred to in Section 18 shall be governed by the laws of the State of Delaware.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: successors ; assignment ; no third party beneficiaries : this agreement is binding upon and shall inure to the benefit of both parties and their respective successors , heirs , executors , administrators , personal representatives , and permitted assigns .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

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: If any provision of this Agreement or application thereof to anyone or under any circumstances is adjudicated to be invalid or unenforceable in any jurisdiction, then, subject to the provisions of Section 6(b) hereof, such invalidity or unenforceability shall not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application 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 case excerpt and choose the best holding from the options. Case excerpt: Bahl from perusing a collection of Playboy magazines, but it may not. This condition may prohibit Bahl from attending a Karen Finley performance, but it may not. ¶56 The lawfulness of these examples depends solely on the subjective belief of the particular person charged with monitoring Bahl’s community custody. The danger is that prohibiting “sexually explicit” or “erotic” material ultimately translates into prohibiting whatever the community custody officer finds personally titillating. United States v. Loy, 237 F.3d 251, 266 (3d Cir. 2001). Erotica, like art, is found in the eye of the beholder; yet enforcement of the law cannot be predicated on the subjective belief of the enforcer. Cf. Coates v. City of Cincinnati, 402 U.S. 611, 614, 91 S. Ct. 1686, 29 L. Ed. 2d 214 (1971) (<HOLDING>). ¶57 In sum, taking all the challenged terms Options: A. holding unconstitutional a sexual harassment statute prohibiting conduct that alarmed or seriously annoyed the victim B. holding that attorney disciplinary rule was unconstitutionally vague as applied C. holding an ordinance was unconstitutionally vague for prohibiting conduct entirely dependent upon whether or not a policeman is annoyed D. holding factor b is not unconstitutionally vague E. holding that essentially equivalent is unconstitutionally vague

assistant: The best answer is C. holding an ordinance was unconstitutionally vague for prohibiting conduct entirely dependent upon whether or not a policeman is annoyed
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you acknowledge and agree that : ( a ) we have the right to arrange the posting of user-generated content in any way we desire ; ( b ) under armour has no obligation to provide you with any credit when using your user-generated content , but if under armour chooses to provide you with credit , the size and placement of the credit is at our sole discretion ; and ( c ) you are not entitled to any compensation or other payment from us in connection with the use of your user-generated content .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as otherwise provided in this Agreement, (a) the Providing Party shall, and shall cause its affiliates (and their respective accountants, counsel, consultants, employees and agents to whom they disclose such information), to keep confidential all information in the possession of the Providing Party that in any way relates to the Receiving Party and is received in connection with the provision of Administrative Services hereunder, and (b) the Receiving Party shall, and shall cause its affiliates (and their respective accountants, counsel, consultants, employees and agents to whom they disclose such information), to keep confidential all information in possession of the Receiving Party that relates to the Providing Party, is not information related to the Receiving Party and is received in connection with the receipt of Administrative Services hereunder. The provisions of this Section 16 do not apply to the disclosure by either party or their respective affiliates (and their respective accountants, counsel, consultants, employees and agents to whom they disclose such information) of any information (i) which is, or becomes, publicly available, other than by reason of a breach of this Section 16 by the disclosing party or any affiliate of the disclosing party, (ii) received from a third party not bound by any confidentiality agreement with the other party, (iii) required by applicable law to be disclosed by that party, or (iv) necessary to establish such party’s rights under this Agreement or the Separation and Distribution Agreement or other agreements executed in connection herewith or therewith, provided that in the case of clauses (iii) and (iv), the person intending to make disclosure of confidential information will promptly notify the party to whom it is obligated to keep such information confidential and, to the extent practicable, provide such party a reasonable opportunity to prevent public disclosure of such information.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law and to carry out each provision herein to the greatest extent possible, but if any provision of this Agreement is held to be void, voidable, invalid, illegal or for any other reason unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement will not be affected, and they will be interpreted so as to effect, as closely as possible, the intent of the parties hereto. Furthermore, in lieu of such illegal, invalid, or unenforceable provision, there shall be added automatically as part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable. However, if the Separation Payments are not timely made, or are not made in full, and any default is not cured after written notice and a reasonable opportunity to cure provided to Cogentix, or if any payments due Executive are held invalid, illegal or unenforceable, Executive may void this Agreement.

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: Paragraph headings herein are used for convenience only. This Consent shall not be modified except by a writing executed and delivered by Landlord. This Consent shall bind and enure to the benefit of the parties hereto and their respective successors and assigns, but nothing herein shall be deemed to permit any violations of any applicable subletting, assignment, hypothecation or transfer provisions of the Lease.

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: All of the Subsidiaries of the Company are described in the SEC Reports. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens and any restrictions on issuing dividends to the Company, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement is not assignable by any party without the prior written consent of the other parties. Notwithstanding the foregoing, the MPT Parties may at any time and without the consent of Steward assign all of the MPT Parties’ rights and obligations hereunder to any Affiliate of the MPT Parties; provided , however , that no such assignment shall relieve or release the MPT Parties from their obligations hereunder.

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

user: The provisions herein concerning the disclosure, protection and use of Confidential Information, including Sections 3, 4, 7 and 9, shall survive the termination or expiration of this Agreement. The non-solicit and standstill obligations shall remain in effect as provided in Sections 13 or 14, as applicable.

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: This Agreement and the Termination Agreement contain the entire agreement of the parties relating to Executive’s employment with the Company and supersede all prior agreements and understandings with respect to such subject matter, including without limitation the Employment Agreement, and the parties hereto have made no agreements, representations or warranties relating to the subject matter of this Agreement that are not set forth herein; provided, however, that nothing in this Agreement is intended to supersede, replace or modify the terms of the Plan or the Company’s 2016 Equity Incentive Plan or any equity award agreements issued to Executive under the Company’s 2016 Equity Incentive Plan, each of which shall remain in full force and effect in accordance with their terms.

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 case excerpt and choose the best holding from the options. Case excerpt: when it attacked “all claims”); see also Wortham, 179 S.W.3d at 201-02 & n.16 (affirming summary judgment on gross negligence when the motion referred to “negligence”; refusing to separately address the appellants’ arguments regarding gross negligence because a finding of ordinary negligence is a prerequisite to a finding of gross negligence; overruling appellants’ issue contending that gross negligence claim was not addressed in the motion). Norman does not otherwise challenge the granting of the summary judgment on negligence or gross negligence. Norman’s third issue is overruled. III. Conclusion Having overruled Norman’s remaining issues on appeal, we affirm the trial court’s judgment. 1 . Compare Nowzaradan v. Ryans, 347 S.W.3d 734, 739 (Tex.App.-Houston [14th Dist.] 2011, no pet.) (<HOLDING>), with Cobb v. Dall. Fort Worth Med. Ctr.—Grand Options: A. holding that expert proof was not required for an asserted claim of ordinary negligence B. holding that negligence does not violate the due process clause but reserving the question whether gross negligence does C. holding that ordinary negligence and gross negligence are not separate causes of action D. holding that dawson proscribes gross negligence E. holding that cjulpable negligence is negligence of a gross and flagrant character which evinces a reckless disregard for the safety of others

assistant: The best answer is C. holding that ordinary negligence and gross negligence are not separate causes of action
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to deal “honestly and openly” arose from the special relationship he fostered with plaintiffs over numerous years as their guru and spiritual counselor. It is well established that a fiduciary duty arises when one reposes faith, confidence, and trust in another’s judgment and advice. Van Brode Group, Inc. v. Bowditch & Dewey, 36 Mass.App.Ct. 509, 516, 633 N.E.2d 424 (internal quotations omitted),further appellate review denied, 418 Mass. 1105, 639 N.E.2d 1081 (1994). However, plaintiffs cite no Massachusetts cases, nor is the court aware of any, that recognize a fiduciary duty in the spiritual counseling context. It is true that some jurisdictions have acknowledged such a duty. See Martinelli v. Bridgeport Roman Catholic Diocesan Corp., 10 F.Supp.2d 138, 1998 WL 338213 (D.Conn.1998) (<HOLDING>); DeStefano v. Grabrian, 763 P.2d 275, 284 Options: A. holding that first amendment barred consideration of negligent supervision claim against diocese for sexual relationship between adult parishioner and priest while the priest was counseling the parishioner in his position as a hospital chaplain B. holding that first amendment barred negligent supervision claim against a church regarding sexual relationship between adult parishioner and priest during the course of a marital counseling C. holding that first amendment barred adult parishioner who engaged in sexual relationship with priest during the course of pastoral counseling from bringing intentional infliction of emotional distress negligence and breach of fiduciary duty claims D. holding that first amendment barred adults breach of fiduciary duty claim against pastor for actions that occurred when parishioner was a minor E. recognizing fiduciary relationship under connecticut law between parishioner and diocese where parishioner had been sexually abused by diocesan priest

assistant: The best answer is E. recognizing fiduciary relationship under connecticut law between parishioner and diocese where parishioner had been sexually abused by diocesan priest
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: that applies to a given set of judicial documents, a court must consider “ ‘the role of the material at issue in the exercise of Article III judicial power and the resultant value of such information to those monitoring the federal courts.’ ” Lugosch, 435 F.3d at 119 (quoting Amodeo II, 71 F.3d at 1049). Again, the important factor is not whether the court actually relied upon the documents when deciding the documents, but whether the documents were “material” to the court’s decision. See In re Zyprexa, 474 F.Supp.2d at 412 (internal citation omitted). Here, the identification of “material” documents requires specification of the legal arguments that were properly before the Court on Standard’s motion for reconsideration. See Parrish v. Sollecito, 253 F.Supp.2d 713, 715 (S.D.N.Y.2003) (<HOLDING>). Analysis of this kind does not run afoul of Options: A. holding that a district court did not abuse its discretion when it denied a motion for reconsideration that relied on materials available to the movant at the time of the original motion and where movant did not give any explanation as to why she did not rely on those materials in the first instance B. holding that the movant has the initial responsibility of informing the district court of the basis for its motion C. holding that a stay of execution is only appropriate where the movant demonstrates substantial grounds upon which relief might be granted D. holding an internal error that caused the movant to receive the trustees notice of motion twentysix days after the court heard the trustees motion may have constituted excusable neglect had the movant made a prompt motion for reconsideration and pointing out it is the movants actions after he became aware of the existence of the trustees motion that reaches the level of willfulness E. holding that motion for reconsideration may only be granted if the movant demonstrates controlling law or factual matters put before the court on the underlying motion that the movant believes the court overlooked and that might reasonably be expected to alter the courts decision

assistant: The best answer is E. holding that motion for reconsideration may only be granted if the movant demonstrates controlling law or factual matters put before the court on the underlying motion that the movant believes the court overlooked and that might reasonably be expected to alter the courts decision
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 law. Id. The point of error should be sustained only if the contrary proposition is conclusively established. Id. Here, YAJF contends the trial court improperly considered its alleged efforts to unreasonably and unnecessarily delay the resolution of the case when awarding an excessive fee. Dunleavy argues he was required to continue his representation; therefore, YAJF is required to pay the costs necessarily associated with its effort to drag the case on for years. Guardian ad litem fees are not a sanction for wrongful acts by defendants. But if the acts of the defendants, wrongful or not, prolonged the proceedings and necessitated continued guardian ad litem services, those services are compensable to the extent they are reasonable and necessary. See e.g., Jocson, 133 S.W.3d at 270 (<HOLDING>). However, because we have already determined Options: A. holding that a client only waives the privilege to the extent necessary to reveal the advice of counsel he placed at issue B. holding that an unscheduled creditor had constitutionally adequate notice of the bankruptcy proceedings because it had sufficient information to evaluate whether to participate in the case and protect its interests C. holding that plaintiffs must allege and can only recover to the extent that they have been injured by the conduct constituting the violation D. holding a guardian ad litem is required to participate in the case only to the extent necessary to protect the minors interest and should not duplicate the work performed by the plaintiffs attorney E. holding that to the extent plaintiffs present action is based on conduct subsequent to the original action it is not barred by the prior litigation

assistant: The best answer is D. holding a guardian ad litem is required to participate in the case only to the extent necessary to protect the minors interest and should not duplicate the work performed by the plaintiffs attorney
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: Employee shall be eligible to participate in or receive benefits under the vacation and paid time off, health and welfare, deferred compensation and retirement plans generally provided or made available to other senior executive officers of Employer from time to time, including the Executive Choice Plan, subject to the regular eligibility, operational and other requirements of such plans.

assistant: Benefits
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 of the payments and benefits set forth in Sections 3(b) and 5(b) of the Separation Agreement, the Executive, for himself, his heirs, administrators, representatives, executors, successors and assigns (collectively, “ Executive Releasors ”) does hereby irrevocably and unconditionally release, acquit and forever discharge the Company and in such capacity each of its subsidiaries, affiliates, divisions, successors, assigns, trustees, officers, directors, partners, agents, and former and current employees, including without limitation all persons acting by through, under or in concert with any them, and any affiliate of the foregoing (collectively, the “ Company Releasees ”), and each of them from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, remedies, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs) of any nature whatsoever, known or unknown, whether in law or equity and whether arising under federal, state or local law and in particular, but not limited to, claims based upon express or implied contract, promissory estoppel, fraud, misrepresentation, wages or benefits owed, claims for torts, including but not limited to defamation, intentional or negligent infliction of emotional distress, claims for wrongful discharge, discrimination, or retaliation, claims under the Americans with Disabilities Act (“ADA”), Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, 42 U.S.C. 1981, the Civil Rights Acts of 1866 and 1872, the Family and Medical Leave Act of 1993 (“FMLA”), the Age Discrimination in Employment Act (“ADEA”), the Older Workers Benefit Protection Act (“OWBPA”), the Genetic Information Nondiscrimination Act (“GINA”), the Fair Labor Standards Act of 1938 (“FLSA”), the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”), the National Labor Relations Act (“NLRA”), the Sarbanes Oxley Act (“SOX”), the Employee Retirement Income Security Act (“ERISA”), the Racketeer Influenced and Corrupt Organization Act (“RICO”), the Texas Labor Code, and any and all local, state and federal statutes, laws or ordinances which prohibit discrimination or retaliation on the basis of workers’ compensation status, but do not include workers’ compensation claims or claims for unemployment or state disability insurance benefits.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Borrower agrees to pay all costs, expenses (including reasonable attorneys’ fees), and disbursements incurred by Bank on Borrower’s behalf (a) in all efforts made to enforce payment of the Indebtedness or effect collection of any Collateral, (b) in connection with entering into, modifying, amending, and enforcing this Agreement or any consents or waivers hereunder and all related agreements, documents and instruments, (c) in maintaining, storing, or preserving any Collateral, or in instituting, enforcing and foreclosing on Bank’s security interest in any Collateral or possession of any premises containing any Collateral, whether through judicial proceedings or otherwise, (d) in defending or prosecuting any actions or proceedings arising out of or relating to Bank’s transactions with Borrower, or (e) in connection with any advice given to Bank with respect to its rights and obligations under this Agreement and all related agreements. Expenses being reimbursed by Borrower under this section include costs and expenses incurred in connection with: (t) appraisals and insurance reviews; (u) environmental examinations and reports; (v) field examinations and the preparation of reports based thereon; (w) the fees charged by a third party retained by Bank or the internally allocated fees for each Person employed by Bank with respect to each field examination; (x) background checks regarding senior management and/or key investors, as deemed necessary or appropriate in the sole discretion of Bank; (y) taxes, fees and other charges for (i) lien and title searches and title insurance and (ii) the recording of any mortgages, filing of any financing statements and continuations, and other actions to perfect, protect, and continue Bank’s security interests; (z) sums paid or incurred to take any action required of Borrower under the Loan Documents that Borrower fails to pay or take; and (aa) forwarding loan proceeds, collecting checks and· other items of payment, and costs and expenses of preserving and protecting the Collateral.

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: All requisite and material Governmental Authorities and third parties shall have approved or consented to the Transactions and the other transactions contemplated hereby to the extent required, all applicable appeal periods shall have expired and there shall be no material litigation, governmental, administrative or judicial action, actual or threatened, that could reasonably be expected to restrain, prevent or impose burdensome conditions on the Transactions or the other transactions contemplated hereby.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: not the de facto Plan Administrator as plaintiff claims. Rather, Webco claims that Gan-non was the one who reviewed the claim file, rendered the decision, and considered the exclusions. Webco also notes that Gannon reached a decision before any corporate involvement from Nortek. Thus, Webco argues plaintiff has failed to show any procedural irregularities and how these alleged irregularities impacted Gan-non’s impartiality. Under these facts, the Court finds that Lankford has not demonstrated a “palpable conflict of interest” nor serious procedural irregularities. Just because an entity funds a plan and is also the plan administrator does not automatically give rise to a palpable conflict of interest. See Davolt v. Executive Comm. of O’Reilly Auto., 206 F.3d 806, 809-10 (8th Cir.2000)(<HOLDING>). The Court eon- eludes, however, that even if Options: A. holding that plan administrator that was also insurer operated under conflict of interest B. holding that when the insurer is also the plan administrator we have recognized something akin to a rebuttable presumption of a palpable conflict of interest C. holding that a structural conflict of interest exists when an insurer acts as both the plan administrator and the funding source D. holding that it is wrong to assume a financial conflict of interest from the fact that the plan administrator is also the insurer E. holding the district court erred by finding an automatic conflict of interest merely because insurer and administrator were the same

assistant: The best answer is E. holding the district court erred by finding an automatic conflict of interest merely because insurer and administrator were the same
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 existence of an attorney-client relationship and privilege is not dependent on the client himself paying the attorney. The relationship and the privilege may exist even though the attorney's fees are paid by a third party. Dole v. Milonas, 889 F.2d 885, 888 n. 5 (9th Cir.1989); United States v. Edwards, 39 F.Supp.2d 716, 722 (M.D.La.1999). 7 . Most of the reported cases addressing the issue are discussed and analyzed in I. Labovitz and Wm. Labovitz, Attorney Client Privilege in Individual Bankruptcy Cases: An Emerging Qxymoron, 104 COM. L.J. 301 (1999); see also, Miller, 247 B.R. at 709. 8 . Courts have cited the Eighth Circuit's opinion in Citibank, N.A. v. Andros, 666 F.2d 1192 (8th Cir.1981) to support both sides of the debate. See In re Smith, 24 B.R. 3, 4 (Bankr.S.D.Fla.1982) (<HOLDING>); In re Silvio De Lindegg Ocean Dev. of Options: A. holding that the attorneyclient privilege always passes to the trustee even if the debtor is an individual B. holding that an appurtenant easement is an incident of the estate granted and passes with it C. holding that the debtor in possession could utilize the strongarm powers of the trustee to avoid an unperfected security interest even though the debtor knew of the interest prior to bankruptcy because the two are distinct entities and the debtor in possessions responsibility is to preserve the estates assets for the benefit of the creditors D. holding that where individual held title to property as trustee but gave mortgage to bank in her individual capacity a title reference on the mortgage to the deed into her as trustee provided constructive notice that the mortgage was supposed to be from the individual as trustee or at the least that the holder of a subsequent interest would not be a bona fide purchaser E. holding that wjhile the administrator has a right of possession until the estate is settled the property passes to the heirs

assistant: The best answer is A. holding that the attorneyclient privilege always passes to the trustee even if the debtor is an individual
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 Award Notice and the Plan are incorporated herein by reference. Capitalized terms not defined herein shall have the meanings specified in the Plan. This Agreement, the Award Notice and the Plan constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Participant with respect to the subject matter hereof, and may not be modified if such modification is materially adverse to the Participant’s interest except by means of a writing signed by the Company and the Participant.

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 case excerpt and choose the best holding from the options. Case excerpt: relating to the production of White Chicks are located in California, defendants have not shown that retaining the case in this district would hinder or burden their access to these sources of proof. Relative Means of the Parties “The relative financial hardship on the litigants and their respective abilities to prosecute or defend an action in a particular forum are legitimate factors to consider.” Charter Oak Fire Ins. Co., 294 F.Supp.2d at 222 (internal citations omitted). Where litigation in a foreign state would have a disparate financial impact on one of the parties, the Court may base its decision to transfer or retain the case on the relative financial means of the parties. See Aetna Life & Casualty v. Owen, No. 3:04 CV 817(WWE), 2004 WL 2381744, at *3-4 (D.Conn. Oct. 13, 2004) (<HOLDING>). In this case, plaintiff has filed an Options: A. holding that documents that are created in the ordinary course of business or would have been created irrespective of litigation are not protected by the work product doctrine B. holding that res judicata barred conspiracy claim against defendant even though defendant had not been a party to the prior action because the civil conspiracy claim should have been adjudicated in a prior action and defendant as an alleged participant in the conspiracy would have been indispensable party to that adjudication C. holding that a transfer to georgia was warranted largely because litigation in connecticut would have been a huge financial burden on an individual georgia defendant while plaintiffa large corporation that operates throughout the united stateswould have been easily able to afford litigation in georgia D. holding that a judgment as to the title in a prior litigation was not subject to collateral attack E. holding that even in separate trial other crimes evidence would not have been admissible and identification testimony would have been admissible

assistant: The best answer is C. holding that a transfer to georgia was warranted largely because litigation in connecticut would have been a huge financial burden on an individual georgia defendant while plaintiffa large corporation that operates throughout the united stateswould have been easily able to afford litigation in georgia
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: Borrower assents to any extension, modification or waiver of any obligation of Note Holders and Secured Parties. No waiver or modification of any of the provisions hereof shall be binding on Note Holders and Secured Parties unless in writing and signed by Note Holders and Secured Parties and no waiver by Note Holders and Secured Parties of any rights they may have hereunder shall be deemed a waiver of any other rights they may have. All rights and remedies of Note Holders and Secured Parties shall be cumulative and may be exercised singly or concurrently.

assistant: Waivers