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: in the context of appeal is that if a state provides an appeal by statute, it must provide access to the appellate courts in a way that does not violate the Equal Protection Clause of the Fo owe it to the citizens of Texas to do so only after a thorough analysis in a case in which the issue has been properly joined. I disagreed with this Court’s holding that the statutes imposing the court costs at issue in this case are facially unconstitutional. Those arguments did not carry the day. However, I have greater concerns about how this Court’s retroactivity dicta will be used in cases in which holding a statute facially unconstitutional results in greater consequences than an adjustment of court costs by $13.07. See, e.g., Ex parte Perry, 483 S.W.3d 884, 917 (Tex. Crim. .App. 2016) (<HOLDING>); State v. Johnson, 475 S.W.3d 860, 882 (Tex. Options: A. holding the improper photography or visual recording statute unconstitutionally overbroad in violation of the first amendment B. holding portions of the coercion of public servant or voter statute unconstitutionally overbroad in violation of the first amendment and in violation of the separation of powers C. recognizing separation of powers doctrine D. holding that a statute must burden a substantial amount of protected speech to be unconstitutionally overbroad E. holding portions of the online solicitation of a minor statute unconstitutionally overbroad in violation of the first amendment

assistant: The best answer is B. holding portions of the coercion of public servant or voter statute unconstitutionally overbroad in violation of the first amendment and in violation of the separation of powers
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: Indemnified Parties and their accountants shall have the right to examine the records, books, management and other papers of Indemnitor which reflect upon its financial condition, at the Property or at the office regularly maintained by Indemnitor where the books and records are located. Indemnified Parties and their accountants shall have the right to make copies and extracts from the foregoing records and other papers. In addition, at reasonable times and upon reasonable notice, Indemnified Parties and their accountants shall have the right to examine and audit the books and records of Indemnitor pertaining to the income, expenses and operation of the Property during reasonable business hours at the office of Indemnitor where the books and records are located.

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 legal provision and list the applicable contract clause categories. Provision: The Administrative Agent may at any time give written notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, a successor Administrative Agent may be appointed in accordance with subsection (b) hereof. Such resignation shall be effective on the date thirty (30) days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “ Resignation Effective Date ”). Whether or not a successor has been appointed and accepted such appointment by the Resignation Effective Date, such resignation shall nonetheless become effective in accordance with such notice on the Resignation Effective Date.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attachment as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attachment as set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2 nd ) Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto. To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any direct or indirect subsidiaries the Company may obtain or form in the future, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignee whether such amounts have accrued prior to, on or after the Effective Date. The Assignor[s] and the Assignee[s] shall make all appropriate adjustments in payments by the Administrative Agent for periods prior to such Effective Date or with respect to the making of this assignment directly between themselves.

assistant: Payments
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: retail installment sales contract for eight vehicles nonexecutory where debtor’s only obligation was payment and creditor’s only obligation concerned limited repair warranty); Riggs Nat. Bank of Wash., D.C. v. Perry (In re Perry), 25 B.R. 817, 819-20 (Bankr.D.Md.1982) (finding installment sales contracts for vehicles not executory within meaning of § 365); Brock v. Am. Sec. Bank (In re Brock), 23 B.R. 998, 1002 n. 8 (Bankr.D.D.C.1982) (noting, without deciding, that installment sales contract for vehicle purchase “would not ordinarily be deemed an executory contract simply because the sole and remaining obligation under the contract is that of the debtor to maintain periodic contractual payments called for in the contract itself’); In re Whatley, 16 B.R. 394, 398 (Bankr.N.D.Ohio 1982) (<HOLDING>). Accordingly, we affirm the nonexe-cutory Options: A. holding the beginning of a creditors action to subject an equitable estate to the payment of a judgment gives a specific lien upon the property which it is sought to reach and this lien continues while the cause is pending B. holding a lien is a claim against property here a surety bond and breach of contract is a claim against a person thus the lien proceeding did not dispose of the breach of contract action C. holding that the lien bond releases the property from the lien but the lien is then secured by the bond D. holding creditors obligation to cancel lien not sufficient to make the contract executo ry E. holding that insurance obligation was primary to indemnity obligation

assistant: The best answer is D. holding creditors obligation to cancel lien not sufficient to make the contract executo ry
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of the lien statute. We now hold that a vendor’s interest in an executory land sale contract is not “real property” as that term is used in § 78-22-1. Although we have not previously considered the nature of a vendor’s interest in an installment land contract, a number of other jurisdictions have. The cases are almost evenly divided, with a slight majority allowing the judgment lien to attach to the vendor’s interest. R. Cunningham, W. Stoebuck, & D. Whitman, The Law of Property § 10.13, at 701 (1984). Compare Mooring v. Brown, 763 F.2d 386 (10th Cir.1985) (applying Colorado law), First Security Bank v. Rogers, 91 Idaho 654, 657, 429 P.2d 386, 389 (1967), May v. Emerson, 52 Or. 262, 266-67, 96 P. 454, 456 (1908), and Heath v. Dodson, 7 Wash.2d 667, 672-73, 110 P.2d 845, 847 (1941) (<HOLDING>) with Snow Bros. Hardware Co. v. Ellis, 180 Options: A. holding that the land contract vendors were entitled to insurance benefits when before the fire that damaged the subject property the vendors obtained a judgment of forfeiture based on the vendees default on the land contract B. holding that a judgment lien attaches to a vendors interest in an executory land contract C. holding that a judgment lien does not at tach to a vendors interest in an executory land contract D. holding that the citys judgment lien could not attach to vendors legal title because the interest retained by a vendor under an executory contract of sale was personalty E. holding vendors right to receive payment under a land sale contract was personal property and a security interest representing that personal property right constituted realty paper and was subject to article 9

assistant: The best answer is B. holding that a judgment lien attaches to a vendors interest in an executory land contract
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: No delay of or omission in the exercise of any right, power or remedy accruing to any Party as a result of any breach or default by any other Party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor shall any such delay, omission nor waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver.

assistant: Remedies
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: Effective from and after the Agreement Date, Licensor shall indemnify Licensee and its Affiliates for any and all losses, damages, liabilities, costs and expenses arising in connection with the transactions contemplated by this Agreement as a result of the application of the TUPE Regulations to any directors, employees or other service providers of Licensor and any of its Affiliates (including those relating to claims for employment with or compensation from Licensee or any of its Affiliates or with respect to warrants or other equity or equity-based compensation issued by Licensor or any of its Affiliates) (the “ TUPE Related Liabilities” ). Without limiting the generality of the foregoing, Licensor and Licensee shall cooperate and use commercially reasonable efforts to take actions to mitigate any such TUPE Related Liabilities, which actions shall include (a) the vesting by Licensor of warrants and other equity or equity-based compensation which vest as a result of the Transactions in accordance with the terms and conditions of the applicable Licensor plans or programs and (b) in the case of any director, employee or service provider of Licensor or any of its Affiliates who successfully asserts a claim to become employed by Licensee or any of its Affiliates, (i) prompt written notification to Licensor of any such claim directly received by Licensee or any of its Affiliates and (ii) the termination of such director, employee or service provider by Licensee or such Affiliate, as applicable, as soon as practicable following a written request from Licensor to take such action if, and effective at the earliest time, such action is permissible under applicable Law.

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: proceeding. 4. The Reasons FOR Dr. Dave’s Failure to Meet the Filing Deadline Dr. Dave’s excusable neglect argument hinges on his reasons for failing to file his one-page proof of claim before the July 21, 1993 deadline. After the United States Supreme Court’s decision in Pioneer Inv. Servs. Co. v. Brunswick Assocs. Ltd. P’ship, the courts have emphasized that the reasons leading to the delay remain a very important — perhaps the single most important-factor in determining whether neglect should be excusable. Thompson v. E.I. DuPont de Nemours & Co., Inc., 76 F.3d 530, 534 (4th Cir.1996); City of Chanute v. Williams Natural Gas Co., 31 F.3d 1041, 1046 (10th Cir.1994); Thomas v. Board of Educ., 177 F.R.D. 488, 489-90 (D.Kan.1997). In evaluating the reasons for delay, cour a.1999) (<HOLDING>); In re Diggs, 220 B.R. at 252 (holding that Options: A. holding that failure to accurately calculate the thirtyday appeal period is not excusable neglect B. holding that the states failure to object to a late petition for appeal of a termination order granted by the trial court on the basis of excusable neglect constituted a waiver of the states right to contest excusable neglect on appeal to the court of appeals C. holding plaintiff bears the burden of showing that delay was due to oversight inadvertence or excusable neglect D. holding that the concept of excusable neglect could not be invoked to gloss over a failure to take minimum safeguards for determining that action is being taken E. holding that to obtain relief under rule 60b1 on grounds of excusable neglect the movant must also demonstrate prima facie evidence of a meritorious defense

assistant: The best answer is D. holding that the concept of excusable neglect could not be invoked to gloss over a failure to take minimum safeguards for determining that action is being taken
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company and the Agent each hereby irrevocably waives any right it may have to a trial by jury in respect of any claim based upon or arising out of this Agreement or any transaction contemplated hereby.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: was relevant to our seizure determination. See 936 F.2d 1561, 1567 (10th Cir.1991). But, in making our seizure determination, we also relied on the fact the suspect was in a car followed for several blocks by a police car with its overhead lights activated before it pulled over and he exited and verbally responded to the officers' show of authority before fleeing on foot. Id. at 1565-67. Moreover, it does not appear, as here, the suspect in Morgan continued to elude police for days before his apprehension. While we indicated in Morgan that momentary yielding to a show of authority may be relevant to a seizure determination, we recognize other circuits have held momentary termination of movement does not constitute a seizure. See United States v. Baldwin, 496 F.3d 215, 218 (2d Cir.2007) (<HOLDING>); United States v. Valentine, 232 F.3d 350, 359 Options: A. holding that unless suspect clearly requests counsel police do not have to halt questioning B. holding to constitute a seizure a suspect must do more than halt temporarily he must submit to police authority C. holding that to grant a new trial the error must be more than harmless D. holding that to constitute persecution harm must be more than harassment E. holding suspect must unambiguously request counsel before applying rule established in edwards that police questioning must cease once suspect requests counsel during interview

assistant: The best answer is B. holding to constitute a seizure a suspect must do more than halt temporarily he must submit to police 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: The Company shall use the net proceeds from the sale of the Securities hereunder as set forth in the Prospectus Supplement, and shall not use such proceeds in violation of FCPA or OFAC regulations.

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: Any provision of this Agreement may be waived at anytime by the party entitled to the benefit thereof by a written instrument executed by the party or by a duly authorized officer of the party. No waiver of any of the provisions of this Agreement will be deemed, or will constitute, a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver.

assistant: Waivers
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: None of the Loan Documents or the Option Agreement contains or will contain any untrue statement of material fact or omits or will omit to state a material fact necessary in order to make the statements contained in this Agreement, the Loan Documents, or the Option Agreement not misleading. There is no fact known to the Borrower which materially adversely affects or, so far as the Borrower can now foresee, might materially adversely affect the business, assets, operations, condition (financial or otherwise) or results of operation of the Borrower and which has not otherwise been fully set forth in this Agreement or in the Loan Documents.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Administrative Agent (for further distribution to Lenders) shall have received an unaudited pro forma consolidated balance sheet of TCEH and its subsidiaries as of the last day of the most recently completed four-fiscal quarter period ended at least 45 days (or 90 days if such four-fiscal quarter period is the end of the TCEH’s fiscal year) prior to the Conversion Date, prepared after giving effect to the Transactions as if the Transactions had occurred on such date (in the case of such pro forma balance sheet) (which need not be prepared in compliance with Regulations S-X of the Securities Act of 1933, as amended, or include adjustments for purchase accounting (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R)).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except for any claim for injunctive relief, the parties agree to arbitrate, in your state and county of residence, through the American Arbitration Association, or AAA, any and all disputes or claims arising out of or related to the validity, enforceability, interpretation, performance or breach of this Agreement, whether sounding in tort, contract, statutory violation or otherwise, or involving the construction or application or any of the terms, provisions, or conditions of this Agreement. Rules pertaining to AAA arbitration are available at: www.adr.org. Any arbitration may be initiated by a written demand to the other party. The Company shall bear the costs of such arbitration as would not ordinarily be borne by you had you filed this matter in court. The arbitrator's decision shall be final, binding, and conclusive. The parties further agree that this Agreement is intended to be strictly construed to provide for arbitration as the sole and exclusive means for resolution of all disputes hereunder to the fullest extent permitted by law. The parties expressly waive any entitlement to have such controversies decided by a court or a jury.

assistant: Arbitration
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: smoked it, testified that appellant’s “crack” always made him “high” when he smoked it. Additionally, the substance at issue was bought and sold in countless transactions conducted over the course of a year. None of the experienced dealers or users who obtained the substance from appellant complained that it was not real crack. Likewise, none of the dealers who subsequently divided and sold the same substance received any such complaints from their customers. The jury could reasonably infer from this evidence that the substance these experienced drug dealers and users repeatedly purchased from appellant was indeed real crack. Also instructive is the fact that “a high price was paid in cash for the substance.” Hill, 8 Va.App. at 63, 379 S.E.2d at 136; see also Uwaeme, 975 F.2d at 1020 (<HOLDING>). Here, the evidence established that appellant Options: A. holding that quantity of the controlled substance does not have to be measurable to support a conviction for possession of such controlled substance particularly when the immeasurable amount of the substance is found on an implement used to consume the substance B. holding that a reasonable jury could have concluded based on repeated references to the substance as cocaine and testimony from witnesses who had used the substances which they believed to be cocaine that substance was cocaine C. holding that possession of a controlled substance is a crime only if the defendant knowingly possesses the substance and has knowledge of the nature of that substance D. holding to prove possession the state must show that a defendant possessed a certain substance the substance was illegal and he had knowledge of the presence of the substance E. recognizing that evidence regarding the high price the defendant had paid for the substance in question was relevant to show the substance was cocaine

assistant: The best answer is E. recognizing that evidence regarding the high price the defendant had paid for the substance in question was relevant to show the substance was cocaine
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: I recognize that nothing in this Agreement is intended to limit any remedy of the Company under the California Uniform Trade Secrets Act or other federal or state law and that I could face possible criminal and civil actions, resulting in imprisonment and substantial monetary liability, if I misappropriate the Company’s trade secrets. In addition, I recognize that my violation of this Agreement could cause the Company irreparable harm, the amount of which may be extremely difficult to estimate, thus, making any remedy at law or in damages inadequate. Therefore, I agree that the Company shall have the right to apply to any court of competent jurisdiction for an order restraining any breach or threatened breach of this Agreement and for any other relief the Company deems appropriate. This right shall be in addition to any other remedy available to the Company in law or equity.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Executive further acknowledges and agrees that he has carefully read this Agreement and that he has asked any questions needed for him to understand the terms, consequences and binding effect of this Agreement and fully understands it and that he has been provided an opportunity to seek the advice of legal counsel of his choice before signing this Agreement. Executive is executing this Agreement voluntarily, of his own free will, and without any coercion, undue influence, threat, or intimidation of any kind or type whatsoever. Executive hereby represents that Executive is not subject to any other agreement that Executive will violate by working with the Company or in the position for which the Company has hired Executive. Further, Executive represents that no conflict of interest or a breach of Executive’s fiduciary duties will result by working with and performing duties for the Company.

assistant: Representations
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: (4) the characteristics of the event being described, and (5) the subject matter of the statement.” Id. (quoting State v. Atwood, 602 N.W.2d 775, 782 (Iowa 1999)). The court must consider all the factors to determine if the statements are admissible. State v. Hy, 458 N.W.2d 609, 611 (Iowa Ct.App.1990). The neighbor’s testimony regarding B.O.’s statements is problematic because of the time lapse between the alleged event and the statements and the extent to which questioning elicited the statements that otherwise would not have been volunteered. First, the lapse of time was from Friday evening, when the last incident occurred, to sometime before Sunday afternoon. This factor is not determinative and on its own, is not enough to take the statements out of the exception. See id. (<HOLDING>). Second, the statement must be spontaneous and Options: A. holding that testimony of sixyearold vietim was not incredibly dubious despite some inconsistencies and that such inconsistencies are appropriate to the cireumstances presented the age of the witness and the passage of time between the incident and the time of her statements and testimony B. holding defendants prior conviction for assault related to sexual abuse of a minor even though it did not require an act of sexual abuse because it required intent to commit sexual abuse and such a mens rea demonstrate the offense was one relating to sexual abuse C. holding evidence of outofstate instances of abuse admissible in child sexual abuse case to show intent opportunity and relationship between defendant and victim D. holding a fouryear olds statements disclosing sexual abuse to her parents were admissible despite the passage of time because she disclosed at the first possible opportunity E. holding that statements are admissible in absence of showing that parents were not notified in accordance with statute

assistant: The best answer is D. holding a fouryear olds statements disclosing sexual abuse to her parents were admissible despite the passage of time because she disclosed at the first possible opportunity
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 headings of the sections, paragraphs, and subsections of this Plan Support Agreement are inserted for convenience only and shall not affect the interpretation hereof or, for any purpose, be deemed a part of this Plan Support Agreement.

assistant: Headings
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: prohibiting the crime or so plainly that the nature of the offense charged may be easily understood. Reddick, 348 S.C. at 635, 560 S.E.2d at 443; State v. Ervin, 333 S.C. 351, 355, 510 S.E.2d 220, 222 (Ct.App.1998) overruled on other grounds by Gentry, 363 S.C. 93, 610 S.E.2d 494. 1. Specific Time of Offenses Charged While our supreme court has not created a new rule or standard for addressing this issue, this court has adopted a two-prong test for determining the sufficiency of an indictment involving a purportedly overbroad time period: (1) whether time is a material element of the offense; and (2) whether the time period covered by the indictment occurred prior to the return of the indictment by the grand jury. State v. Nicholson, 366 S.C. 568, 574, 623 S.E.2d 100, 103 (Ct.App.2005) (<HOLDING>); State v. Wingo, 304 S.C. 173, 175, 403 S.E.2d Options: A. holding that the confrontation clause is applicable to the states through the fourteenth amendment B. holding an indictment alleging commission of seconddegree criminal conduct during periods of june 1 through july 20 1995 july 1 through july 31 1995 and august 1 through august 18 1995 was sufficient as to time C. holding that the supreme courts interpretation of 18 usc 924c1 in bailey v united states 516 us 137 116 sct 501 133 led2d 472 1995 has retroactive application to cases on collateral review D. holding the sixth amendment applicable to the states through the fourteenth amendment E. holding the requirement that a person search through multiple statutes then through the administrative code lacks the sufficient definiteness that due process requires for penal statutes

assistant: The best answer is B. holding an indictment alleging commission of seconddegree criminal conduct during periods of june 1 through july 20 1995 july 1 through july 31 1995 and august 1 through august 18 1995 was sufficient as to time
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 financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with GAAP applied on a consistent basis during the periods involved, except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries taken as a whole as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: was dismissed for Sotak’s want of prosecution. Even worse, Sotak did not appeal the dismissal and did not inform his clients their case had been dismissed. In the Wheeler matter, Sotak failed to file the report of first injury within the required timeframe. In the American Built and Ellsworth matters he failed to serve opposing parties within the ninety day parameter set forth in Iowa Rule of Civil Procedure 1.302(5). These cases illustrate Sotak’s consistent failure to perform his assumed obligations. B. Misrepresentation In the Wheeler, American Built, and Ellsworth matters he also made misrepresentations to hide the neglect. Misrepresentation of neglect warrants a more severe sanction. See Iowa Supreme Ct. Bd. of Prof'l Ethics & Conduct v. Walters, 646 N.W.2d 111, 114 (Iowa 2002) (<HOLDING>). The practice of law simply cannot have people Options: A. holding an attorney is an agent of the client and therefore cannot conspire with the client B. holding that an attorney may only undertake to represent a new client against a former client where there is no confidential information received from the former client that is in any way relevant to representation of the current client C. holding that suspension for fortyfive days with requirement of paying restitution of 47950 to client plus costs was appropriate disciplinary sanction for attorneys conduct relating to representation of client in divorce action in failing to act with diligence failing to keep client informed failing to adequately explain matters to client and failing to return unearned advancefee upon termination of representation and for attorneys conduct in failing to respond to two letters from office of bar counsel seeking explanation of inconsistencies in attorneys response to bar complaint D. holding multiple instances of neglecting client matters engaging in misrepresentation failing to notify a client of his suspension from the practice of law and failing to respond to inquiries from the iowa supreme court board of professional ethics and conduct warranted eighteenmonth suspension E. holding client is not liable for actions of attorney who misled client as to the status of case

assistant: The best answer is D. holding multiple instances of neglecting client matters engaging in misrepresentation failing to notify a client of his suspension from the practice of law and failing to respond to inquiries from the iowa supreme court board of professional ethics and conduct warranted eighteenmonth suspension
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Schedule 4.9 sets forth the name of, the ownership interest of the applicable Loan Party in, the jurisdiction of incorporation or organization of, and the type of each Subsidiary of, the Borrower and the other Loan Parties and identifies each Subsidiary that is a Loan Party, in each case as of the Closing Date.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: During the Term of Employment and following Executive’s termination of employment, Executive agrees not to make any disparaging statements, remarks or comments with respect to the Company, the Board and the executive officers of the Company, whether written or oral and the Company shall not make, or allow to be made on its behalf, any disparaging statements, remarks or comments about Executive and agrees to instruct its officer, directors and employees not to make statements, remarks or comments. This Section shall survive any resignation of Executive or any termination of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement represents the entire agreement and understanding between the Parties as to the subject matter herein and supersedes all prior or contemporaneous agreements whether written or oral, including but not limited to the Prior Employment Agreement, but this Agreement does not supersede any applicable Company policy with respect to the treatment of Company equity awards upon death or disability. This Agreement may be modified only by agreement of the Parties by a written instrument executed by the Parties that is designated as an amendment to this Agreement. Further, with respect to Equity Awards outstanding as of the Effective Date (the “ Pre-Existing Equity Awards ”), the acceleration of vesting provisions contained in this Agreement supersede and replace in their entirety, and act as amendments to, any acceleration of vesting provisions contained in the Pre-Existing Equity Award agreements (which agreements, to the extent not amended by this Agreement, remain in full force and effect); provided, however, for purposes of clarity, such provisions do not supersede or replace the merger, asset purchase, change in control or dissolution or liquidation provisions of the equity plan under which the applicable Pre-Existing Equity Award was granted. Notwithstanding the foregoing, any references in your equity award agreements to the Prior Employment Agreement with respect to acceleration of vesting shall be deemed to remain in effect but modified to refer to this Agreement, and any references to the time “immediately following the end of the ‘Change in Control Period’” or similar phrase shall instead refer to the Post-CIC Anniversary Date.

assistant: Integration
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: if you have not paid zynga or any zynga affiliate any amount in the one hundred and eighty days ( 180 ) days immediately preceding the date on which you first assert any such claim , your sole and exclusive remedy for any dispute with zynga and/or any zynga affiliate is to stop using the service and to cancel your account .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: a majority of this Court to so hold, but it would not, in my opinion, frustrate the purpose of the statute. Alabama’s statute does, in fact, clearly require proof of the observation of the activities of another person, and our application of the statute should be based on the statute’s clear language. Any “interpretation” of this statute and comparison of this statute to that from other jurisdictions is, therefore, unnecessary. “ ‘The Supreme Court of Alabama has also consistently stated that “[pjenal statutes are to reach no further in meaning than their words.” Clements v. State, 370 So.2d 723, 725 (Ala.1979), overruled on other grounds, Beck v. State, 396 So.2d 645 (Ala.1980) (citations omitted). See also State ex rel. Graddick v. Jebsen S. (U.K.) Ltd., 377 So.2d 940, 942 (Ala.1979) (<HOLDING>).... Furthermore, “[n]o person is to be made Options: A. holding that criminal statutes of limitation should be construed in favor of the accused B. holding dormancy statutes should be strictly construed C. holding that in presence of any doubt a penal statute is to be strictly construed D. holding that a governments consent to be sued must be construed strictly in favor of the sovereign E. holding that penal statutes are to be strictly construed in favor of the persons sought to be subjected to their operation

assistant: The best answer is E. holding that penal statutes are to be strictly construed in favor of the persons sought to be subjected to their operation
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Note shall be governed by and construed in accordance with the laws of the State of Kansas without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the state and/or federal courts of Johnson County, Kansas. The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens . The Borrower and Holder waive trial by jury. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

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: nothing more than a sexual harassment case. Record at 323. No doubt, these comments, coupled with the lack of any credible evidence indicating that the appellant’s conduct was not sexual harassment and the overwhelming evidence of sexual harassment, made the members’ decision regarding the sexual harassment offenses a relatively easy venture. In all probability, the challenging issue debated during deliberations was whether the terminal element of an Article 134 offense was proved. The comments also lessened the chances that the members were either confused or misled by the military judge’s instructions (i.e., lessened the chances of the instructions infecting the trial with prejudicial error). Fifth, State v. Sanderson, 33 Or.App. 173, 575 P.2d 1025 (1978), quoted in the lead opinion (<HOLDING>) is inapposite. That decision involved a Options: A. holding unconstitutional a sexual harassment statute prohibiting conduct that alarmed or seriously annoyed the victim B. holding that sexual harassment need not take the form of sexual advances or other explicitly sexual conduct in order to be actionable under title vii C. holding that an employer must remedy situation of sexual harassment D. holding that sexual harassment is a personal injury tort E. holding an ordinance was unconstitutionally vague for prohibiting conduct entirely dependent upon whether or not a policeman is annoyed

assistant: The best answer is A. holding unconstitutional a sexual harassment statute prohibiting conduct that alarmed or seriously annoyed the victim
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: We addressed a similar circumstance in Frazier v. Simmons, 254 F.3d 1247 (10th Cir. 2001). In Frazier, a crime-scene investigator challenged the district court’s conclusion that his job’s essential functions included being able to run, carry a firearm, and physically restrain offenders. Frazier, 254 F.3d at 1250-51. We agreed with the district court that these were essential functions, regardless of how infrequently a crime-scene investigator may have to do them. We explained that even “assuming that an investigator may be required to perform these physical activities infrequently, the potential for physical confrontation with a suspect exists any time [the plaintiff] conducts a crime scene investigation.” Id. at 1260; see Martin v. Kansas, 190 F.3d 1120, 1132 (10th Cir. 1999) (<HOLDING>), overruled on other grounds by Bd. of Trustees Options: A. recognizing the potentially dire consequences of not requiring a corrections officer to be able to run restrain violent offenders or respond to emergencies B. holding that a pro se party must be advised of consequences of failing to respond to a dispositive motion including an explanation that the failure to respond may result in the district court granting the motion and dismissing the case C. holding that unable to respond constitutes no response D. holding that the secretary of corrections is not a law enforcement officer under the tca E. holding that legitimate law enforcement interests were served by local police officers delay while waiting for state police officer to arrive to conduct dwi investigation because state officers had more dwi experience and local officers needed to be available to respond to emergencies

assistant: The best answer is A. recognizing the potentially dire consequences of not requiring a corrections officer to be able to run restrain violent offenders or respond to emergencies
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: is critical in discerning the source of a victim’s injuries by excluding other possible causes of injury. Further, this Court is satisfied a victim’s motive in making a statement excluding a possible source of her injuries is consistent with promoting her treatment for those injuries. Thus, Appellant’s claim that the answer did not meet KRE 803(4) is simply incorrect. Of greater concern is Appellant’s claim that the statement improperly identified him as the victim’s assailant. Under KRE 803(4), “the general rule is that the identity of the perpetrator is not relevant to treatment or diagnosis.” Colvard, 309 S.W.3d at 244. This Court has a long history of finding this type of hearsay extremely prejudicial when repeated by a professional on the stand. See Colvard, 309 S.W.3d at 247 (<HOLDING>); Sharp v. Commonwealth, 849 S.W.2d 542, 545 Options: A. holding that it was error to admit a videotaped interview of an alleged child victim of sexual abuse because the defendant was deprived of the right to crossexamine the child B. holding improper admission of hearsay evidence is reversible error only when the admission causes prejudice C. holding that the doctrine of harmless error applies when a due process violation is alleged and affirming a conviction when defendant failed to demonstrate prejudice D. holding evidence of past uncharged sexual encounters admissible in child sexual abuse case to show relationship between defendant and alleged victim E. recognizing extreme prejudice and reversible error due to physicians testimony repeating hearsay of alleged victim of sexual abuse identifying defendant as alleged perpetrator

assistant: The best answer is E. recognizing extreme prejudice and reversible error due to physicians testimony repeating hearsay of alleged victim of sexual abuse identifying defendant as alleged perpetrator