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: shows that simply bumping or hitting the fog line by itself does not suffice to justify a careless-driving finding; instead, all the cases involve additional conduct. See generally Miss.Code Ann. § 63-3-1213. Indeed, every single Mississippi case supporting a finding of careless driving involves more serious and imprudent conduct than bumping the fog line one time. Even in cases upholding traffic stops based on the most minimal conduct, drivers at least weaved or definitively crossed the fog line, rather than simply bumping it. See, e.g., Williams v. State, 126 So.3d 85, 89 (Miss.Ct.App.2013) (finding reasonable suspicion justified a traffic stop where a vehicle “weave[d] out of [its] lane of traffic and across the fog line”); Tran v. State, 963 So.2d 1, 13-14 (Miss.Ct.App.2006) (<HOLDING>) (emphasis added), aff'd sub nom. Quang Thanh Options: A. holding that the arresting officer did not have probable cause to stop the defendant for obstructing traffic because there was no evidence of intent to impede or hinder traffic where the vehicle was only briefly stopped in the roadway and the officer approaching the vehicle from behind did not have to stop or drive around the defendants vehicle B. holding officer had a reasonable basis to stop a motorist for crossing the fog line and that failure to have regard for the width and use of the street by swerving off the side of the road or crossing the marker lines constitutes probable cause for a traffic stop C. holding officers observations of a vehicle crossing the center double yellow line of a twolane highway four times by less than one half of her car once causing a vehicle in the oncoming lane of traffic to shift right within his lane but without the need for drastic evasive action and crossing the fog line four times over a distance of at least 16 miles established probable cause for a traffic stop D. holding that police officers are entitled to conduct an investigatory stop of a motorist if they have reasonable suspicion that the motorist has committed a traffic violation E. holding that a conclusion that reasonable suspicion supported the stop of a vehicle was subsumed within the trial courts ruling that the officer had probable cause for the stop

assistant: The best answer is B. holding officer had a reasonable basis to stop a motorist for crossing the fog line and that failure to have regard for the width and use of the street by swerving off the side of the road or crossing the marker lines constitutes probable cause for a traffic stop
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: Company to discharge Walker. The General Coúnsel failed to introduce proof that the Company had ever used any penalty less severe than discharge for time card falsification. Because the General Counsel failed to offer such proof, we hold that a reasonable person might have been unable to conclude whether proper or improper motives moved the Company to discharge, or that a reasonable person might have concluded that proper motives moved the Company to discharge Walker. A reasonable person could not have concluded that improper motives moved the Company to discharge Walker. Substantial evidence does not support the Board’s finding that the Company discriminatorily discharged Walker. Compare NLRB v. Great Dane Trailers, Inc., 388 U.S. 26, 34-35, 87 S.Ct. 1792, 1798, 18 L.Ed. 1027 (1967) (<HOLDING>). Accordingly, we do not enforce that portion Options: A. holding that substantial evidence supported the boards finding of discriminatory conduct as the company failed to meet its burden of establishing legitimate motives for its conduct B. holding district court order of restitution failed for lack of proof when government failed to meet burden C. holding substantial evidence supported jury finding of abuse of process D. holding that the insured failed to meet its burden where the insurer had reserved its rights to assert coverage defenses E. holding that a finding of fact is supported by substantial evidence on the record as a whole if it would have been possible for a reasonable jury to reach the boards conclusion

assistant: The best answer is A. holding that substantial evidence supported the boards finding of discriminatory conduct as the company failed to meet its burden of establishing legitimate motives for its conduct
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: evidence of juror misconduct or extrinsic influence on the jury. • The allegations in the Roberts Affidavit, on the other hand, clearly involve extrinsic communications that, if properly presented to the district court, necessitate further inquiry. See e.g., Parker v. Gladden, 385 U.S. 363, 363, 365, 87 S.Ct. 468, 470-71, 17 L.Ed.2d 4 ing with the jury’s duty to deliberate specifically instructs the jury that “[yjour deliberations will be secret; you will never have to explain your verdict to anyone.” Eleventh Circuit Pattern Jury Instmctions, Criminal Cases, Basic Instruction No. 11 (West 1997). Equally important is the court’s interest in preserving the finality of the jury’s verdict. See Tanner v. United States, 483 U.S. 107, 120, 107 S.Ct. 2739, 2747, 97 L.Ed.2d 90 (1987) (<HOLDING>). The court’s ruling excluding the Roberts Options: A. recognizing that investigation into other criteria of section 2272a2a unnecessary if adequate investigation shows one criterion lacking B. recognizing that postverdict investigation seriously disrupts finality of process C. holding that after a reasonable investigation an insurer must promptly settle a claim for the value or within the range assigned to the claim as a result of its investigation D. holding the itc may reasonably interpret the subject to investigation provision to mean that imports covered by a suspension agreement in which an investigation is temporarily terminated are not subject to investigation while under that agreement emphasis added E. recognizing that the expectation of finality and tranquility is an interest protected by the prohibition on double jeopardy

assistant: The best answer is B. recognizing that postverdict investigation seriously disrupts finality of process
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 discriminate against “beneficiaries of the public entity’s program,” but it does not define what it means for a program to be the “public entity’s.” It does not seem that a program of driver education belongs to the TEA. Another regulation provides that “[t]he programs or activities of entities that are licensed or certified by a public entity are not, themselves, covered.” 28 C.F.R. § 35.130(b)(6). But we agree with the named plaintiffs that this statement does not automatically immunize licensed activities from the ADA’s gamut, given that the regulations also provide that a public entity cannot discriminate “directly or through contractual, licensing, or other arrangements.” 28 C.F.R. § 35.130(b)(1). Looking further to the interpretative guidance provid 441-42 (D.Kan.1994) (<HOLDING>). The importance of a contractual or agency Options: A. holding that it is not B. holding that city council had discretion to approve applications for liquor licenses and that liquor license holder was no more entitled to renewal than firsttime applicant C. holding that city is not liable for inaccessible restaurants and liquor stores it licenses D. holding that public entity is not liable for inaccessible taxi companies it licenses and regulates E. holding that public utility company is not liable for inaccessible bus company it licenses where there is no contract between them

assistant: The best answer is C. holding that city is not liable for inaccessible restaurants and liquor stores it licenses
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 Committees shall operate by consensus. The representatives of each Party shall have collectively one (1) vote on behalf of such Party; provided that no such vote taken at a meeting shall be valid unless a representative of each Party is present and participating in the vote. The Committees shall review and discuss the matters before it in good faith such that the perspectives of each Party’s representatives on such Committee are given due consideration.

assistant: Authority
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 Obligor shall keep accurate and complete records of its Equipment, including kind, quality, quantity, cost, acquisitions and dispositions thereof, and shall submit to the Agent, on such periodic basis as the Agent may request, a current schedule thereof, in form reasonably satisfactory to the Agent. Promptly upon request, Obligors shall deliver to the Agent evidence of their ownership or interests in any Equipment.

assistant: Records
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: did not rule on an issue not before it, a position it has taken on other occasions. In AFSCME Council 96 v. Arrowhead Regional Corrections Bd., 356 N.W.2d 295 (Minn.1984), the court considered whether an employee threatened with discharge from the corrections board had a right to both a Veterans Preference Hearing under Minn.Stat. § 197.46 (1982) and arbitration under a collective bargaining agreement. The court did not address whether the corrections board could be a "political subdivision" of the state under the Veterans Preference Act even though the board had no power to tax, because neither party asked the court to address that issue. See Winberg v. University of Minnesota, 485 N.W.2d 325, 331 (Minn.App.1992) (Huspeni, J., dissenting), rev’d 499 N.W.2d 799, 802-03 (Minn.1993) (<HOLDING>). 7 . In a third case, Acrometal Cos. v. First Options: A. holding state university is not a person under 1983 B. holding that the determination of the boundaries of a political subdivision of the state is a political question solely within the power prerogative and discretion of the legislature and not subject to judicial review C. recognizing that a board of elections is not a political subdivision and its members are not county officers D. holding that it was not the taxpayers responsibility to pursue the different tax units to which the illegally levied county tax was proportioned as the taxpayer was entitled to recover the full amount of the tax from the county the collecting entity E. holding that the university was not a political subdivision of the state because it had no power to tax or cause taxes to be levied

assistant: The best answer is E. holding that the university was not a political subdivision of the state because it had no power to tax or cause taxes to be levied
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: So.2d 302, 305 (La.2001); Lane v. Halliburton, 529 F.3d 548, 557 (5th Cir.2008) (citing Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 127 S.Ct. 1955, 1965-68, 167 L.Ed.2d 929 (2007)). Thus, Plaintiffs have established enough facts to support a claim for negligence. B. Misrepresentation Louisiana Civil Code Articles 2315 and 2316 provide for the protection of individuals damaged by the negligent acts of others and “[e]neompass causes of action for negligent misrepresentation.” Barrie, 625 So.2d at 1014; La. C.C. Art. 2315-2316. In determining “whether to impose liability [for negligent misrepresentation]”, Louisiana employs the duty-risk analysis standard. Lemann v. Essen Lane Daiquiris, 923 So.2d 627, 633 (La.2006); see also Barrie v. V.P. Exterminators, 625 So.2d 1007, 1015 (La.1993) (<HOLDING>). Under this standard, a plaintiff must prove Options: A. holding that the same hearing officer as in this case erred in substituting his judgment for that of the pertinent school board in that case B. recognizing contribution in the appropriate case C. holding that the law of the case doctrine is not a fixed rule that prevents a federal court from determining the question of its own subject matter jurisdiction in a given case D. holding that under the facts of that case the action primarily involved a custody dispute and therefore that the trial court erred in determining the case by applying the dependency statute E. holding that case by case employment of the dutyrisk analysis is the appropriate standard in this state for determining legal responsibilities for negligent misrepresentations

assistant: The best answer is E. holding that case by case employment of the dutyrisk analysis is the appropriate standard in this state for determining legal responsibilities for negligent misrepresentations
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: intent by multiplying instances of the same result until it is perceived that this element cannot explain them all. Without formulating any accurate test, and without attempting by numerous instances to secure absolute certainty of inference, the mind applies this rough and instinctive process of reasoning, namely, that an unusual and abnormal element might perhaps be present in one instance, but that the oftener similar instances occur with similar results, the less likely is the abnormal element likely to b ort the admissibility of the Vogt Street offense in the present ease. In Morgan, Plante, and Keller, each defendant either raised the issue of accident' or mistake, or the defendant’s conduct was as consistent with accident as with a specific intent. See Morgan, 692 S.W.2d at 881 (<HOLDING>); Plante, 692 S.W.2d at 490, 492-94 (holding Options: A. holding evidence of extraneous acts that father walked around nude with erection in front of children was relevant to issue of intent in fathers prosecution for indecency with a child although probative value of such evidence was outweighed by its prejudicial effect B. holding extraneous acts of touching of complainant and her friend were admissible in indecency with a child prosecution because defendants charged conduct was as consistent with accident as with a specific lascivious intent C. holding extraneous conduct subsequent to the charged offense admissible D. holding that indecency with a child by contact is lesserincluded offense of aggravated sexual assault of a child because even though the latter offense did not include intent as an express element lascivious intent was implicitly included E. holding extraneous acts relevant to show intent in charged offense

assistant: The best answer is B. holding extraneous acts of touching of complainant and her friend were admissible in indecency with a child prosecution because defendants charged conduct was as consistent with accident as with a specific lascivious intent
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 legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. Upon the execution and delivery by Seller of this Agreement and the closing documents as required by Section 4(B), this Agreement and such closing documents will constitute the legal, valid, and binding obligations of Seller, as applicable, enforceable against it in accordance with their respective terms.

assistant: Enforceability
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 AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

assistant: Submission To Jurisdiction
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 following Sections shall survive termination or expiration of this Agreement:1, 4 (to the extent any payments are or will be earned as of or after termination), 5 (to the extent any payments are or will be earned as of or after termination), 6.1, 7, 8, 9, 10, 11.2, 11.3, 11,4, 11.5, 11.6, 11.7 and 11.8.

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 case excerpt and choose the best holding from the options. Case excerpt: identical under either RLUIPA, or Section 1983 for his constitutional claims, and because courts generally seek to avoid adjudicating constitutional issues if at all possible, we will not review Rowe’s Section 1983 constitutional claims. See Borzych v. Frank, 439 F.3d 388, 390 (7th Cir.2006) (addressing prisoner’s claim of infringement of religious liberty solely under RLUIPA and refusing to address his First Amendment claims); see also Koger, 523 F.3d at 801 (same). Not allowing Rowe to proceed on his Section 1983 constitutional claims will preclude him from recovering nominal monetary damages against Hall, but such preclusion is not a reason for reversing the grant of summary judgment on those claims. See Gewartowski v. Tomal, 125 Ind.App. 481, 486, 123 N.E.2d 580, 582 (1955) (<HOLDING>). Thus, we affirm the grant of summary judgment Options: A. holding that the right to nominal damages was waived in a breach of duty action when plaintiff failed to raise the issue of nominal damages until after the verdict B. holding that even if there is error in failing to award nominal damages to a plaintiff such error is not a basis for reversal C. holding that the first amendment right to free speech is absolute and an award of nominal damages is required even if the defendant fails to object to the nominal damages instruction D. holding that plaintiff waived the right to nominal damages in an excessive force case because nominal damages were not requested until after the verdict E. holding that a plaintiff who proves a cause of action under 1981 may recover punitive damages where the plaintiff is entitled to an award of compensatory damages even if nominal

assistant: The best answer is B. holding that even if there is error in failing to award nominal damages to a plaintiff such error is not a basis for reversal
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 each Loan Document to which such Person is or is to be a party, has been duly authorized by all necessary corporate or other organizational action, and does not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach, termination, or contravention of, or constitute a default under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any Law.

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: Each Lender agrees (a) to reimburse on demand each Agent for such Lender’s Aggregate Exposure Percentage of any expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, and any other expense incurred in connection with the operations or enforcement thereof, not reimbursed by the Borrower or the Guarantors and (b) to indemnify and hold harmless each Agent and any of its Related Parties, on demand, in the amount equal to such Lender’s Aggregate Exposure Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Loan Documents to the extent not reimbursed by the Borrower or the Guarantors (except such as shall result from its gross negligence or willful misconduct, as determined in a final non-appealable judgment by a court of competent jurisdiction). Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Borrower shall not be responsible for the fees and expenses of more than one primary counsel for the Administrative Agent, the Collateral Agent or the Joint Lead Arrangers and Bookrunners and, only with respect to fees and expenses incurred in connection with the enforcement of the Loan Documents, one local counsel for each relevant jurisdiction, and, in each case, if necessary in the case of an actual conflict of interest, an additional counsel in each such applicable jurisdiction.

assistant: Indemnifications
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, because it was granting the motion for a downward departure, it was not required to sentence Johnson to 240 months. The court then sentenced Johnson to eighty-four months’ imprisonment. II A The first issue in the case is whether the district court chose the correct starting point for departing downward. Although the court initially determined that it would depart downward from the original Guideline range (135 to 168 months), the court subsequently corrected itself and stated on at least two occasions that its starting point for the departure was 240 months. The court’s approach— starting to depart downward from the statutory minimum sentence of 240 months— was consistent with the decisional law of our circuit. See United States v. Pillow, 191 F.3d 403, 406-07 (4th Cir.1999) (<HOLDING>). Accordingly, the district court did not err Options: A. holding that a court may depart downward from the applicable guideline range under section 4a13 B. holding that restitution is not a proper ground for departing downward from the guidelines range C. holding that after granting the governments motion for downward departure pursuant to both 3553e and 5k11 the district court did not err when it determined that the starting point for departing downward was the higher statutorily required minimum sentence and not the lower otherwise applicable guideline range D. holding that where a defendants guideline range is 121 to 151 months and his statutory minimum sentence is 240 months and the government moves for a downward departure pursuant to both 3553e and 5k11 the starting point for the departure is 240 months and the court is not limited to the low end of the guideline range in determining the extent of the departure E. holding that a motion under 5k11 permitted a downward departure from the guideline range but that the departure could not extend below the statutory minimum sentence absent an additional motion by the government under 3553e

assistant: The best answer is C. holding that after granting the governments motion for downward departure pursuant to both 3553e and 5k11 the district court did not err when it determined that the starting point for departing downward was the higher statutorily required minimum sentence and not the lower otherwise applicable guideline range
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: § 3735.1; see also Commonwealth v. Caine, 453 Pa.Super. 235, 683 A.2d 890 (1996) (en banc) (“[h]omicide by vehicle while driving under the influence consists of three elements; [1] a driving under the influence conviction, [2] the death of another person, and [3] the death as a direct result of driving under the influence”) (internal quotations and citations omitted). Therefore, the statutory elements of DUI are completely subsumed within the crimes of both homicide by motor vehicle while DUI and aggravated assault by vehicle while DUI. As such, for sentencing purposes, Appellant’s DUI conviction merged with both her homicide by motor vehicle while DUI and aggravated assault by vehicle while DUI convictions. See also Commonwealth v. Schmohl, 975 A.2d 1144, 1150 (Pa.Super.2009) (<HOLDING>). In the case at bar, by sentencing Appellant Options: A. holding that dui conviction merges with aggravat ed assault by vehicle while dui conviction B. holding that conviction for unauthorized use of vehicle merges with conviction for theft of same vehicle C. holding state can obtain dui conviction by proving circumstantially that defendant drove while intoxicated to place where he relinquished actual physical control of vehicle D. holding that the defendant was not guilty of felony dui because the state was unable to prove that the defendant had three prior dui convictions but remanding the case to the circuit court for resentencing without reference to any potential jurisdictional problem E. holding that the state had the burden of proving the defendants two prior convictions in order to obtain the felony dui conviction

assistant: The best answer is A. holding that dui conviction merges with aggravat ed assault by vehicle while dui conviction
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: To the fullest extent permitted by Law, the Company shall indemnify and hold harmless each Covered Person from and against all Liabilities arising from or related to any act or omission performed or omitted by such Covered Person on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement or a delegation of authority in accordance with this Agreement, except that: (a) no Covered Person shall be entitled to be indemnified in respect of any Liability by reason of such Covered Person’s fraud, bad faith or willful misconduct; (b) no Covered Person that is a Member shall be entitled to be indemnified in respect of any Liability by reason of such Covered Person’s breach of this Agreement; and (c) no Covered Person that is an officer of the Company shall be entitled to be indemnified in respect of any Liability by reason of such Covered Person’s breach of any of his/her duties to the Company as set forth in Section 5.10(c) , in each case, as established by a non-appealable court order, judgment, decree or decision or pursuant to a final and binding decision of an arbitration panel pursuant to Section 14.2 . Any indemnity under this Section 7.3 shall be provided out of and to the extent of the Assets only (including the proceeds of any insurance policy obtained pursuant to Section 7.5 ), and no Covered Person shall have any personal liability on account thereof. Any amendment, modification or repeal of this Section 7.3 or any provision in this Section 7.3 shall be prospective only and shall not in any way affect the rights of any Covered Person under this Section 7.3 as in effect immediately prior to such amendment, modification or repeal with respect to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when Liabilities relating to such matters may arise or be asserted.

assistant: Indemnifications
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 state action and thus turned on general federal law, it nevertheless delineated the limited role civil courts may constitutionally play in resolving controversies that touch upon religion. See Serbian E. Orthodox Diocese v. Milivojevich, 426 U.S. 696, 710, 96 S.Ct. 2372, 49 L.Ed.2d 151 (1976). 6 . Courts have grounded the doctrine of church autonomy in different aspects of the First Amendment, some looking to the Free Exercise Clause, some to the Establishment Clause, some to both, and others to neither in particular. See Idleman, 75 Ind. LJ. at 223-25; see also Bollard v. Cal. Province of the Soc’y of Jesus, 211 F.3d 1331, 1332 (9th Cir.200), denying reh’g en banc (Wardlaw, J., dissenting) ("Though the concept originate Methodist Church, 894 F.2d 1354, 1356-58 (D.C.Cir.1990) (<HOLDING>); Simpson v. Wells Lamont Coip., 494 F.2d 490, Options: A. holding that the free exercise clause prohibits courts from deciding church property disputes by resolving underlying conflicts over the interpretation of particular church doctrines and the importance of those doctrines to the religion B. holding the application of agediscrimination law in the ministers lawsuit against his church violative of the free exercise clause C. holding that discrimination based on religion is subjected to strict scrutiny whether a claim arises under the establishment clause the free exercise clause of equal protection clause D. holding that members of a church congregation lacked sufficient interest to support intervention in an action by the church itself challenging the designation of the church as a landmark E. holding that possession of marijuana is not protected by the free exercise clause of the first amendment

assistant: The best answer is B. holding the application of agediscrimination law in the ministers lawsuit against his church violative of the free exercise clause
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: (quoting O’Lone, 482 U.S. at 349, 107 S.Ct. 2400). 76 . See Holland, 758 F.3d at 222-23. 77 . Salahuddin, 467 F.3d at 274 (citing Turner v. Safley, 482 U.S. 78, 90-91, 107 S.Ct. 2254, 96 L.Ed.2d 64 (1987)). 78 . Jackson-Bey v. Hanslmaier, 115 F.3d 1091, 1096-97 (2d Cir.1997) (rejecting plaintiff’s claim that he did not need to identify his sect in addition to registering as a Muslim). 79 . City of Cleburne v. Cleburne Living Ctr., 473 U.S. 432, 439, 105 S.Ct. 3249, 87 L.Ed.2d 313 (1985). 80 . LeClair v. Saunders, 627 F.2d 606, 609-10 (2d Cir.1980). 81 . See Giano v. Senkowski, 54 F.3d 1050, 1057 (2d Cir.1995). 82 . Cruz v. Beto, 405 U.S. 319, 322 n. 2, 92 S.Ct. 1079, 31 L.Ed.2d 263 (1972). 83 . See Graham v. Mahmood, No. 05 Civ. 10071, 2008 WL 1849167, at *14 (S.D.N.Y. Apr. 22, 2008) (<HOLDING>). 84 . Ford v. Palmer, 539 Fed.Appx. 5, 6 (2d Options: A. holding that when a prison regulation impinges on inmates constitutional rights the regulation is valid if it is reasonably related to legitimate penological interests B. holding that prison regulations impinging on prisoners constitutional rights are only valid where reasonably related to legitimate penological interests C. holding that regulations may impinge constitutional rights if the regulation is reasonably related to legitimate penological interests D. holding that even if nation of islam members and sunni muslims were similarly situated denying the former additional access to prison facilities was reasonably related to validpenological interests E. holding that although prison inmates have a first amendment right to access to the courts prison officials may regulate law library access including reasonable time place and manner of access taking into account the administrative needs of the institution

assistant: The best answer is D. holding that even if nation of islam members and sunni muslims were similarly situated denying the former additional access to prison facilities was reasonably related to validpenological interests
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: but the plaintiffs have alleged no facts that would bring their claim within the exception. See id. (describing a “limited exception to the general rule” where employees of a corporate employer have an independent personal stake and “stand to benefit from conspiring with the corporation to restrain trade”). Plaintiffs’ complaint fails to state a claim under § 1. Section 13a, which is a section of the Robinson-Patman Act, prohibits the sale of goods “at unreasonably low prices for the pui’pose of destroying competition or eliminating a competitor.” 15 U.S.C. § 13a. However, plaintiffs may not bring a civil claim under § 13a because it is reserved for criminal enforcement by the Department of Justice. See Safeway Stores v. Vance, 355 U.S. 389, 389-90, 78 S.Ct. 358, 2 L.Ed.2d 350 (1958) (<HOLDING>); Thomas V. Vakerics, Antitrust Basics § 8.10 Options: A. recognizing that no private right of action exists for subsection a violations B. holding that no civil action exists for sales at unreasonably low prices under 13a C. holding that no private right of action exists D. holding that a private right of action exists E. holding that no independent commonlaw duty exists on the part of an employer to preserve evidence for an employees potential civil action against third parties

assistant: The best answer is B. holding that no civil action exists for sales at unreasonably low prices under 13a
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 Section 2.3 of the Company Disclosure Letter , and for such exceptions with respect to subclauses (b) or (c) below as would not be reasonably likely to have, individually or in the aggregate, a material adverse effect on the ability of each of the Sellers to perform its obligations under, and to consummate the transactions contemplated by, this Agreement and the other Transaction Documents to which it is or at the Closing will be a party, the execution and delivery by each Seller of this Agreement and the other Transaction Documents to which it is, or at the Closing will be, a party, do not, and the performance by each Seller of this Agreement and the other Transaction Documents to which it is, or at the Closing will be, a party and the consummation by each Seller of the transactions contemplated hereby and thereby do not and will not: (a) violate any provision of the Organizational Documents of any Seller; (b) violate any Law, Permit, or Order applicable to any Seller, or any of their respective assets, properties or businesses; (c) except with respect to the Cenveo Existing Liens (which will be released upon or prior to the consummation of the Closing), with or without the passage of time or the giving of notice, or both, result in a breach of, constitute a default under, require any consent under, or give rise to any right of termination, amendment, acceleration, suspension, revocation or cancellation of any Contract to which such Seller is a party or is bound; or (d) result in the creation of any Lien on any of the Sellers’ Transferred Securities or the assets of any Company or Company Subsidiary.

assistant: No Conflicts
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 governed by, and construed in accordance with, the laws of the State of New York, without regard to such state’s choice of law provisions which would require the application of the law of any other jurisdiction. Each of the Parties hereby agrees that the Bankruptcy Court shall have exclusive jurisdiction of all matters arising out of or in connection with this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: been included herein. (3) It is further declared to be the specific legislative intent to exempt from the tax ... only such ,.. uses ... to the extent that such exemptions are in accordance with the provisions of the constitutions of the state and of the United States. § 212.21, Fla. Stat. In Magazine Publishers, after finding the newspaper exemption unconstitutional, the Florida Supreme Court turned to Florida law to determine the proper remedy and focused on section 212.21. 604 So.2d at 463-64. According to the Florida Supreme Court, the statute “makes it clear that as between the imposition of the tax or the granting of an exemption, the tax shall prevail.” Magazine Publishers, 604 So.2d at 463; see also Thayer v. South Carolina Tax Comm’n, 307 S.C. 6, 413 S.E.2d 810, 815 (1992) (<HOLDING>). Similarly, in this case, Florida law Options: A. holding that although exemption from use tax granted to religious publications violated first amendment exemption was severable from statute and thus taxpayer was still responsible for use tax on real estate advertising publication B. holding act qualifies as exemption statute under exemption 3 C. holding that when interpreting tax exemption statutes we strictly construe the statute in favor of taxation and against exemption D. holding that challenge to tax exemption could not be pursued solely on taxpayer basis because it did not involve expenditure of tax funds E. holding one who claims tax exemption has burden of showing entitlement to exemption

assistant: The best answer is A. holding that although exemption from use tax granted to religious publications violated first amendment exemption was severable from statute and thus taxpayer was still responsible for use tax on real estate advertising publication
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: 404 permit. In July 2007, the MassDEP requested and the Army Corps granted an extension to December 15 last for the State to act upon WCE’s request for a § 401 certification. The MassDEP issued its initial grant of the certification on December 14. According to the state agencies, the Army Corps’ decision to grant an extension demonstrates the Army Corps has already concluded the one-year clock under § 401 began to run in December 2006, and this suit is an impermissible collateral attack upon that decision. In response WCE concedes the extension was lawful but claims it was not an interpretation of § 401; rather, it demonstrated the Army Corps is willing to exercise its discretion to accept an untimely certification. Cf. Puerto Rico Sun Oil Co. v. EPA, 8 F.3d 73, 79-80 (1 st Cir.1993) (<HOLDING>). Assuming WCE’s characterization is correct — Options: A. holding that an administrative compliance order issued by the epa did not trigger the 1319g6ai bar which applies if the epa has commenced federal administrative penalty proceedings under 1319g B. holding that epa regulations do not allow the agency to act contrary to federal statute C. holding that epa action initiating permitting proceedings was not final agency action D. holding that the state police is a state agency E. holding the epa has the discretion to consider an untimely certification by a state agency

assistant: The best answer is E. holding the epa has the discretion to consider an untimely certification by a state agency
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except for transactions by or among the Borrower and the Subsidiaries and any transaction expressly permitted under Sections 6.01, 6.04, 6.05 and 6.06, sell or transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except for (a) any of the foregoing transactions at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) reasonable and customary fees, indemnification and similar arrangements, consulting fees, employee salaries, bonuses or employment or severance agreements, compensation or employee benefit arrangements or plans and incentive arrangements or plans (including any amendments to the foregoing) with any officer, director, employee or consultant of the Borrower or a Restricted Subsidiary entered into in the ordinary course of business or approved in good faith by the Board of Directors of the Borrower, (c) payment of management fees or similar fees under the CHM Management Agreements, the Harmony Management Agreement, or similar management agreements entered into or assumed in connection with a Permitted Acquisition or business expansion, (d) loans (and cancellation of loans) and advances to directors, officers, employees or consultants of the Borrower or any of its Subsidiaries entered into in the ordinary course of business or approved in good faith by the Board of Directors of the Borrower, (e) transactions entered into by a Person prior to the time such Person becomes a Subsidiary or is merged or consolidated into the Borrower or a Subsidiary (provided such transaction is not entered into in contemplation of such event), (f) any transaction in which the Borrower or any Subsidiary, as the case may be, receives an opinion from a nationally recognized investment banking, appraisal or accounting firm that such transaction is either fair, from a financial standpoint, to the Borrower or such Subsidiary or meets the requirements of clause (a) of this paragraph, and (g) the agreements described in, and transactions contemplated in, Schedule 6.07.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans in dollars to the Borrower from time to time during the Availability Period; provided that the aggregate Swingline Exposure (after giving effect to any requested Swingline Loan) shall not exceed the least of (i) the total Commitments, (ii) the excess of the total Commitments over the aggregate amount of the Loans then outstanding, (iii) the Swingline Sublimit and (iv) the amount permitted by Section 2.22(a)(iv)(B) ; and provided , further , that (after giving effect to any requested Swingline Loan) the total Credit Exposures shall not exceed the total Commitments; and provided , further , that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans.

assistant: General