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: on speculation and conclusory allegations.’ ”) (citations omitted). Though Arco has contended that it has averred facts relevant to scienter, calling Deutsche Bank’s arguments “disingenuous” and “laughable” and claiming that Deutsche Bank “ignores the allegations” (Opp. Br. at 21-22), scienter cannot be pleaded merely by describing with rhetorical flourish the deal structure and mechanics of the transactions, when those matters were disclosed to Arco in detail. (Mov. Br. at 7-8 (citing Exs. 2-5, 8-11,14-17), 16-17, 21.) Finally, the FAC must establish reliance. Under Rule 10b-5, Arco must allege reliance on allegedly deceptive acts of which it was aware. See, e.g., Stoneridge Inv. Partners, LLC v. Scientific-Atlanta Inc., 552 U.S. 148, 161, 171, 128 S.Ct. 761, 169 L.Ed.2d 627 (2008) (<HOLDING>); Mills v. Polar Molecular Corp., 12 F.3d at Options: A. holding that acts of promissory fraud which require proof that the defendants intended not to perform promised acts were not protected by stateagent immunity B. holding that acts occurring thirteen years before the acts in the instant case were not too remote given the similarity of the offenses C. holding deceptive acts which were not disclosed to the investing public are too remote to satisfy the requirement of reliance because a plaintiff cannot rely on acts of which it is unaware D. holding that the acts of a corporate officer done in his or her official capacity are acts of the corporation E. holding that the government cannot rely upon affidavits not attached to the warrant itself to satisfy the particularity requirement

assistant: The best answer is C. holding deceptive acts which were not disclosed to the investing public are too remote to satisfy the requirement of reliance because a plaintiff cannot rely on acts of which it is unaware
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: Borrowers shall pay (i) all out-of-pocket expenses incurred by Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for Agent), and shall pay all fees and time charges and disbursements for attorneys who may be employees of Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the Other Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all out-of-pocket expenses incurred by Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all out-of-pocket expenses incurred by Agent, any Lender or Issuer (including the fees, charges and disbursements of any counsel for Agent, any Lender or Issuer), and shall pay all fees and time charges for attorneys who may be employees of Agent, any Lender or Issuer, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the Other Documents, including its rights under this Section, or (B) in connection with the Advances made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and (iv) all reasonable out-of-pocket expenses of Agent's regular employees and agents engaged periodically to perform audits of the any Borrower's or any Borrower's Affiliate's or Subsidiary's books, records and business properties.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Notwithstanding anything to the contrary contained herein, (i) the Board may, at any time and from time to time, without any further action of the Committee, exercise the powers and duties of the Committee under the Plan, unless the exercise of such powers and duties by the Board would cause the Plan not to comply with the requirements of Rule 16b-3 or Section 162(m) of the Code and (ii) only the Committee (or another committee of the Board comprised of directors who qualify as independent directors within the meaning of the independence rules of any applicable securities exchange where the Shares are then listed) may grant Awards to Directors who are not also employees of the Company or an Affiliate.

assistant: 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 case excerpt and choose the best holding from the options. Case excerpt: under Title VII and the ICRA). Those differences will be discussed when the Court addresses the damage claims. The plaintiff claims that she was sexually harassed by supervisors and non-supervisors and that the harassment and IBP’s inadequate response resulted in her constructive discharge in May 1996. The sub stantive facts and elements underlying the sexual harassment and constructive discharge claims are integrally related: e.g., the plaintiffs claim of sexual harassment serves as the lynchpin of her constructive discharge claim while a showing of constructive discharge would establish an element of her sexual harassment claim and bar IBP’s assertion of an affirmative defense to the sexual harassment claim. See Jackson v. Arkansas Dept. of Ed., 272 F.3d 1020, 1026 (8th Cir.2001) (<HOLDING>). For purposes of discussion, the Court will Options: A. holding that employer has affirmative defense to vicarious liability for supervisors conduct if 1 employer acted promptly and reasonably to prevent and correct the alleged harassment and 2 employee unreasonably failed to take advantage of preventive opportunities offered to her B. holding that an employer must remedy situation of sexual harassment C. holding that a constructive discharge would constitute a tangible employment action and prevent the employer from utilizing the affirmative defense to vicarious employer liability for sexual harassment D. holding that constructive discharge may qualify as a tangible employment action depriving employer of right to assert affirmative defense when a supervisors official act precipitates the constructive discharge E. holding that trial court did not err in striking plaintiffs negligent hiring employment and entrustment claims against employer where employer acknowledged vicarious liability for employees negligence

assistant: The best answer is C. holding that a constructive discharge would constitute a tangible employment action and prevent the employer from utilizing the affirmative defense to vicarious employer liability for sexual harassment
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: At any time upon the request of a Provider for any reason, a Recipient will, and will direct its Representatives to, promptly, but not later than 10 business days, after receipt of such notice or request, destroy or return (at Recipient’s option) all Evaluation Material and all documents that incorporate Evaluation Material, and no copy or extract thereof (including electronic copies) shall be retained, except that Recipient and its Representatives may retain one copy to be kept confidential and used solely for archival, legal, and compliance purposes.

assistant: No
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the Exchange of the Original Securities in a manner that would require the registration under the Securities Act of the sale of the Exchange Securities or that would be integrated with the offer of the Exchange Securities for purposes of the rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction.

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 case excerpt and choose the best holding from the options. Case excerpt: timely, an objection must be “made as soon as the ground of it is known, or reasonably should have been known to the objector.” United States v. Check, 582 F.2d 668, 676 (2d Cir.1978) (quoting 21 Charles Alan Wright & Kenneth W. Graham, Jr., Federal Practice and Procedure § 5037 (1977) (quoting John Henry Wigmore, Code of Evidence 25 (3d ed.1942))). The general principle that an objection should be made after a question has been asked but before an answer has been given, Hutchinson v. Groskin, 927 F.2d 722, 725 (2d Cir.1991), is flexible in deference to the “heat of a hotly contested criminal trial,” Check, 582 F.2d at 676. Thus, the defense was not required to anticipate the government’s line of questioning in order for the objection to be timely. Compare Hutchinson, 927 F.2d at 725 (<HOLDING>), and Inge v. United States, 356 F.2d 345, 350 Options: A. holding that prejudice from a question that violated doyle was cured by immediately sustaining objection before the question was answered B. holding that an objection was adequate when the judge cut short the objection and the defendant was not afforded the opportunity to explain his objection fully C. holding that where defense counsel made a timely objection and it was overruled by the trial court a further request for a mistrial was unnecessary and futile since the reasons for the objection were apparent and the trial courts denial of the objection indicated its belief the jury could properly hear the matter which was the subject of the objection D. holding that objection was timely even though objection was not made until after question was answered E. holding that to preserve an alleged error in the admission of evidence a timely objection must be made to the introduction of the evidence specific grounds for the objection should be stated and a ruling on the objection must be made by the trial court

assistant: The best answer is D. holding that objection was timely even though objection was not made until after question was answered
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: 83 . Staggs v. State, 804 P.2d 456, 458 (Okl.Cr.1991). See also Shelton v. State, 793 P.2d 866, 870 (Okl.Cr.1990) (concluding that “[t]his Court does not encourage the use of photographs taken of victims before their demise and we caution prosecutors to first seek other forms of proof which are less prejudicial.”); Rawlings v. State, 740 P.2d 153, 161-62 (Okl.Cr.1987) (finding that "[ajlthough this Court does not favor admissions of photographs showing the victim alive, we are of the opinion that the photograph was relevant as to its existence and the location of its discovery.”); Boutwell v. State, 659 P.2d 322, 326 (Okl.Cr.1983) (concluding photos showing victim while alive were not relevant because victim's identity was not at issue). 84 . See Rawlings v. State, 740 P.2d at 160 (<HOLDING>). 85 . See Hayes v. State, 738 P.2d 533, 538-39 Options: A. holding that evidence should be excluded where the likelihood that it would confuse the jury and protract the proceedings outweighs its probative value B. holding probative value of evidence must be balanced against any prejudicial effect C. holding that prior conviction shall be admissible evidence for impeachment purposes unless danger of undue prejudice substantially outweighs probative value D. holding that trial court has discretion to determine whether probative value of photo outweighs prejudicial effect E. holding that inextricably intertwined evidence is intrinsic evidence that is admissible if its probative value outweighs the danger of prejudice

assistant: The best answer is D. holding that trial court has discretion to determine whether probative value of photo outweighs prejudicial effect
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: 609 states in pertinent part: Rule 609. Impeachment by evidence of conviction of crime (a) General Rule For the purpose of attacking the credibility of any witness, evidence that the witness has been convicted of a crime, whether by verdict or by plea of guilty or nolo contendere, shall be admitted if it involved dishonesty or false statement. (b) Time Limit Evidence of a conviction under this rule is not admissible if a period of more than ten years has elapsed since the date of the conviction or of the release of the witness from the confinement imposed for that conviction, whichever is the later date, unless nterpreting the rule contain restrictions upon utilizing a summary conviction for impeachment purposes. See Commonwealth v. Young, 432 Pa.Super. 318, 638 A.2d 244 (1994) (<HOLDING>). We note however, that in Young, the witness Options: A. holding that a witnesss prior inconsistent statement to an officer could be used to impeach her B. holding that summary convictions of crimes involving dishonesty could be used to impeach the credibility of a witness C. holding that conviction on appeal is not admissible to impeach witnesss credibility D. holding that a conviction for an offense involving dishonesty or false statement may be used to impeach the credibility of a defendant who chooses to testify E. holding that the need to impeach credibility correspondingly increases as the importance of the witness credibility and testimony escalates

assistant: The best answer is B. holding that summary convictions of crimes involving dishonesty could be used to impeach the credibility of a witness
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: treatment. Plaintiffs have stated a straightforward claim of sex discrimination under Title IX. Cf. Latta v. Otter, 771 F.3d 456, 480 (9th Cir.2014)(Berzon, J., concurring)(finding same-sex marriage bans were facially discriminatory on the basis of sex because the bans dictated who could marry who based on the sex of the marriage participants). This Court’s conclusion is in line with a recent Equal Employment Opportunity Commission (“EEOC”) decision holding that sexual orientation discrimination is covered under Title VII, and therefore that the EEOC will treat sexual orientation discrimination claims the same as other sex' discrimination claims under Title VII. Baldwin v. Anthony Foxx, Sec’y, Dep’t of Transp., EEOC Appeal No. 0120133080, 2015 WL 4397641, at *10, (EEOC July 16, 2015) (<HOLDING>). The EEOC concluded that “[ajn employee could Options: A. holding discrimination based on pregnancy was not sex discrimination B. holding that allegations of discrimination on the basis of sexual orientation necessarily state a claim of discrimination on the basis of sex C. holding that regarded as claim was reasonably related to claim of discrimination on the basis of disability D. holding that employment discrimination on the basis of race creed disability or sex is a personal injury tort E. holding that a charge that alleged discrimination on the basis of sex did not support a complaint for hostile environment sexual harassment

assistant: The best answer is B. holding that allegations of discrimination on the basis of sexual orientation necessarily state a claim of discrimination on the basis of sex
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as otherwise specified herein, all notices and other communications under this Agreement shall be in writing and shall be deemed to have been given if personally delivered or if sent by registered or certified United States mail, return receipt requested, postage prepaid, addressed to the proposed recipient at the last known address of the Recipient. Any party may designate any other address to which notices shall be sent by giving notice of the address to the other parties in the same manner as provided herein.

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: This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under 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 legal provision and list the applicable contract clause categories. Provision: There is no litigation, claim, investigation, challenge or other proceeding pending or, to the knowledge of Tenant, threatened against Tenant, its properties or business which seeks to enjoin or prohibit it from entering into this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: which establishes that [he] ... may have been convicted of a nonexistent offense and (ii) that was foreclosed by circuit law at the time when the claim should have been raised in [his] ... trial, appeal, or first § 2255 motion.” Reyes-Requena v. United States, 243 F.3d 893, 904 (5th Cir.2001). Day’s argument that the savings clause applies in light of DePierre v. United States, - U.S. -, 131 S.Ct. 2225, 180 L.Ed.2d 114 (2011), and United States v. O’Brien, — U.S. -, 130 S.Ct. 2169, 176 L.Ed.2d 979 (2010), is raised for the first time on appeal and will not be considered. See Wilson v. Roy, 643 F.3d 433, 435 n. 1 (5th Cir.2011). Even if we considered this argument, neither of these cases decriminalized any of the conduct for which he was convicted. See DePierre, 131 S.Ct. at 2237 (<HOLDING>); O’Brien, 130 S.Ct. at 2180 (holding that Options: A. holding that the term cocaine base in 21 usc 841b1 refers to cocaine in its chemically basic form which includes but is not limited to crack cocaine 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 district court did not err in determining that cocaine base was crack cocaine based on chemical analysis identifying cocaine base together with competent lay testimony bridging the evidentiary gap between cocaine base and crack cocaine and refusing to require showing of smokeability ie water solubility or melting point for purposes of establishing crack cocaine under the guidelines since smokeability distinguishes cocaine base from powder cocaine not from crack D. holding that the evidence was sufficient to support a conviction under 856 where premises contained two white envelopes containing thirtytwo packs of crack cocaine equipment required for the manufacture and packaging of crack cocaine fortyone white envelopes containing particles of crack cocaine and crack cocaine stored in a laundry bag in the bathroom E. holding that simple possession of cocaine is not lesser included offense of conspiracy to possess cocaine with intent to distribute

assistant: The best answer is A. holding that the term cocaine base in 21 usc 841b1 refers to cocaine in its chemically basic form which includes but is not limited to crack 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 case excerpt and choose the best holding from the options. Case excerpt: recover the feé from Lerner under the bankruptcy doctrine of recoupment. As a threshold matter, the Court disagrees with B & B’s position because, even if the SSA could later recoup the fee from Lerner, holding the SSA directly liable for money damages would still violate the SSA’s sovereign immunity. See Handel, 570 F.3d at 145 n. 4; cf. Regents of the Univ. of Cal. v. Doe, 519 U.S. 425, 431, 117 S.Ct. 900, 137 L.Ed.2d 55 (1997) (in applying state sovereign immunity under the Eleventh Amendment, holding that “it is the entity’s potential legal liability, rather than its ability or inability to require a third party to reimburse it, or to discharge the liability in the first instance, that is relevant”); Walker v. City of Waterbury, 253 Fed.Appx. 58, 61 (2d Cir.2007) (summary order) (<HOLDING>); Jones v. Roosevelt Island Operating Corp., Options: A. holding that the lanham act did not waive states sovereign immunity B. holding that the ats does not waive the united states sovereign immunity C. holding that a states entitlement to indemnification from a third party does not vitiate the states sovereign immunity against a money judgment D. holding that sovereign immunity does not bar extinguishment of united states junior lien in proceeding in which united states was not a party E. holding that sovereign immunity bars an attorneys lien against the united states

assistant: The best answer is C. holding that a states entitlement to indemnification from a third party does not vitiate the states sovereign immunity against a money judgment
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: supervisor to be individually liable for aiding and abetting the actionable conduct of his employer, when the challenged conduct is failing to stop the supervisor’s own harassment. Cf. United States v. Sain, 141 F.3d 463, 474 (3d Cir.1998) (finding that a person can aid and abet a corporation that he or she fully owns and controls). This is a somewhat awkward theory of liability. We believe, however, that it can be explained in this manner: A supervisor, under New Jersey law, has a duty to act against harassment. See Taylor, 706 A.2d at 691. This duty can be violated by deliberate indifference or affirmatively harassing acts. When a supervisor flouts this duty, he subjects himself and his employer to liability. Cf. Judson v. Peoples Bank & Trust Co., 25 N.J. 17, 134 A.2d 761 (1957) (<HOLDING>). The ACPD’s wrongful conduct in this ease was Options: A. holding that an agent owes a fiduciary duty to his principal B. holding that both agent and principal will be liable when the agent acts within the scope of his employment but for his own purposes C. holding that while an agents knowledge is imputed to the principal due to the identity of interests that is presumed when an agent acts within the scope of an agency relation this rule does not operate in the converse and the agent cannot be imputed with the information which its principal has failed to give it D. holding that liability to the insured for acts or contracts of an insurance agent within the scope of his agency with a full disclosure of the principal rests on the company E. holding that the principal is liable for an agents acts committed within the scope of the agents employment

assistant: The best answer is B. holding that both agent and principal will be liable when the agent acts within the scope of his employment but for his own purposes
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: (a). Except as set forth on Schedule 3.06 , on the Effective Date there are no actions, suits, proceedings or investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries (i) that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement or the Transactions.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any notice required or permitted to be given under this Agreement shall be in writing and shall be delivered electronically, personally or mailed (U.S. Mail) by the Company to you at your then current address as maintained by the Company or such other address as you may advise the Company in writing. Any such notice shall be deemed to have been given as of the second day after deposit in the United States mails, postage prepaid, properly addressed as set forth in this paragraph, in the case of a mailed notice, or as of the date delivered in the case of electronic or personal delivery.

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: This Agreement is the result of negotiations among, and has been reviewed by, the Borrower, the Lenders, the Administrative Agent and their respective counsel. Accordingly, this Agreement shall be deemed to be the product of all parties hereto, and no ambiguity shall be construed in favor of or against the Borrower, any Lender or the Administrative Agent.

assistant: Construction
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: 718, 725 (8th Cir.2001) (employer’s statement that “[t]wenty years is too long. You should have moved five years ago[,]” was not direct evidence of age discrimination absent showing that length of tenure was being used as a proxy to accomplish age discrimination). Rather, for the Board’s 2010 discussion to constitute direct evidence of age discrimination, Dunn would need to show that the Board used the term “retire” as a proxy for age to articulate a discriminatory attitude. Scott, 182 Fed.Appx. at 526; Erickson, 271 F.3d at 725. Dunn has made no such showing, but is asking for this Court to speculate and thereby to infer the existence of direct evidence based on the term “retire.” The Board’s discussion does not directly reflect a discriminatory attitude. Erickson, 271 F.3d at 725 (<HOLDING>). Even if the Board had expressed a Options: A. holding that a statement of fact relating to the plaintiffs age was not direct evidence of age discrimination because the relevance of the comment is provided by inference B. holding that in employees age discrimination suit against former employer supervisors statement to employee was not hearsay even though the statement was offered for its truth because the statement was an admission by a party opponent C. holding that employers statement was not direct evidence where accepting statement as evidence of age animus depended on an inference D. holding that a prior inconsistent statement was admissible and the defendant failed to ask for a limiting instruction that the jury could not use the statement as substantive evidence E. holding that the statement at your age i dont believe you could pass the test is not direct evidence of age discrimination

assistant: The best answer is C. holding that employers statement was not direct evidence where accepting statement as evidence of age animus depended on an inference
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 will continue to be provided indemnification to the maximum extent permitted by the Company’s and its subsidiaries’ and affiliates’ Articles of Incorporation or Bylaws, the Indemnification Agreement between the Executive and the Company dated March 18, 2016, and, if applicable, by any directors and officers insurance policies, with such indemnification to be on terms determined by the Board or any of its committees, but on terms no less favorable than provided to any other Company executive officer or director and subject to the terms of any separate written indemnification agreement as of the Termination Date.

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: in their memorandum of law that any inaccurate disclosures with respect to the recording and filing fees were overstatements and therefore "not considered material disclosure violations under Regulation Z,” (see ECF No. 19-2, Def. Mem. at 11), defendants appear to have abandoned this argument in their reply brief, (see ECF No. 21, Def. Reply at 2-5). In any event, this argument is meritless because the case law supports the proposition that overcharging a borrower for recording and filing fees constitutes an understatement of the finance charge. See McAnaney v. Astoria Fin. Corp., 665 F.Supp.2d 132, 148 n. 16 (E.D.N.Y.2009); see also Payton v. New Century Mortg. Corp., Nos. 03 C 333, 03 C 703, 2003 WL 22349118, at *4, 2003 U.S. Dist. LEXIS 18366, at *12-13 (N.D.Ill. Oct. 10, 2003) (<HOLDING>); Frazier v. Accredited Home Lenders, Inc., 607 Options: A. holding that attorneys fees may be awarded against a public official even when the official is immune from money damages B. holding that only the actual recording fee paid to a public official was properly excluded from the finance charge C. holding that federal express fee required by lender was a transaction imposed by the lender as incident to the extension of credit and needed to be disclosed within the finance charge D. holding that where a public official takes discretionary action that the official knows will directly benefit a financial interest that the official has concealed in violation of a state criminal law that official has deprived the public of his honest services under 1346 E. holding police officer is a public official

assistant: The best answer is B. holding that only the actual recording fee paid to a public official was properly excluded from the finance charge
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: It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation and has all requisite power and authority to own and operate its properties and to conduct its business, as conducted and planned to be conducted as of the date hereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company has all requisite corporate power and authority, and has taken all corporate action necessary, to execute and deliver the Transaction Agreements, to perform its obligations thereunder and to complete the transactions contemplated by the Transaction Agreements. This Agreement has been, and upon execution and delivery the Ancillary Agreements to which it is a party will be, duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Purchaser Sub, constitutes, and upon execution and delivery the Ancillary Agreements will constitute, legal, valid and binding obligations of the Company enforceable against the Company in accordance with their terms, subject to the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws, now or hereafter in effect, relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law) (the “ Bankruptcy and Equity Exception ”). The Company Board, at a duly called and held meeting, has approved this Agreement.

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: No binding agreement between the parties pursuant hereto shall arise or become effective until this Amendment has been duly executed by both Tenant and Landlord and a fully executed copy of this Amendment has been delivered to both Tenant and Landlord.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: all fees due for the premium services are payable in advance , and will be billed automatically to the payment method at the start of the monthly or annual premium service period , as applicable .

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: if the inventory issues were not investigated and resolved, and recommended the allocation of additional resources “[e]onsidering the magnitude” of the adjustment. Id. A final report was not issued prior to the publication of the audit opinion, and plaintiffs claim that the issues were never resolved, causing an overstatement of $2.8 million. The court agrees with plaintiffs that the absence of a final report could reasonably be inferred to mean that the issue was never resolved. The court also agrees that, contrary to the defendant’s assertion, the failure to resolve the issue prior to the finalization of FY97 financial statements was not cured simply by IKON’s promise to Ernst that any ongoing audits would not materially affect those statements. See generally Kline, 24 F.3d at 487 (<HOLDING>). However, the relevant inquiry is not merely Options: A. holding that plaintiffs law firm was subject to disqualifica tion when after unsuccessful mediation the plaintiffs firm hired the mediator appointed to settle the case B. holding that where law firm had reason to believe that the information provided to it by the company was materially different from the truth firm could not escape liability merely by stating that its opinion was based solely on information provided to it C. holding that law firm who was plaintiffs adversary in foreclosure proceeding owed no duty to plaintiffs as law firm could not have expected that plaintiffs would rely on law firms representations about payoff amounts D. holding that based on the little information plaintiff provided the court could not conclude that the eeoc affirmatively misled him E. holding that even if information in an affidavit was provided in reckless disregard of the truth appropriate course of action is to sever that information from the affidavit and determine whether sufficient information remained in order for the magistrate to find probable cause

assistant: The best answer is B. holding that where law firm had reason to believe that the information provided to it by the company was materially different from the truth firm could not escape liability merely by stating that its opinion was based solely on information provided to it
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the manner in which a lien or security interest in a “spirituous alcoholic beverage license” may be enforceable against the license. This procedure requires the recording of a lien or security interest with the Division of Alcoholic Beverages and Tobacco on forms authorized by the Division within ninety days of the creation of such an interest. § 561.65(4). The Florida Supreme Court has held that this statute provides the exclusive means of perfecting a lien on an alcoholic beverage license. United States v. McGurn, 596 So.2d 1038, 1041 (Fla.1992). Therefore, chapter 76, which does not mention alcoholic beverage licenses, cannot provide an alternative means of perfecting a lien through a writ of attachment. See also Murray v. Mariner Health & Ace USA, 994 So.2d 1051, 1061 (Fla.2008) (<HOLDING>). The Division, which has filed an amicus brief Options: A. holding that a specific statutory provision prevails over a more general one B. holding a specific sentencing statute controls over the general sentencing provisions of section 9031 C. recognizing that a specific statute controls over a general one D. holding that when a statute and a guideline conflict the statute controls E. holding that specific statutes create exceptions to general statutes therefore if a provision of a specific statute is inconsistent with one in a general statute on the same subject the specific statute controls

assistant: The best answer is C. recognizing that a specific statute controls over a general one
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: with the EEOC within 180 days of the occurrence of an allegedly unlawful employment practice. Burgh v. Borough Council of Montrose, 251 F.3d 465, 469 (3d Cir. 2001). Within ten days, the EEOC must serve notice of the charge on the plaintiff’s employer. 42 U.S.C. § 2000e-5(e)(l). Where, as here, the plaintiff also files a complaint with a parallel state agency, “the period for filing the charge with the EEOC is extended to 300 days from the date of the alleged unlawful employment practice.” Burgh, 251 F.3d at 470 (citing 42 U.S.C. § 2000e-5(e)(l)). The plaintiff must allow the EEOC at least 180 days to investigate the charge before filing suit. Id. (citing 42 U.S.C. § 2000e-5(f)(l); Occidental Life Ins. Co. v. EEOC, 432 U.S. 355, 361, 97 S. Ct. 2447, 53 L. Ed. 2d 402 (1977) (<HOLDING>)). The plaintiff is entitled to sue at the Options: A. recognizing private right of action B. holding that a private right of action does not arise until 180 days after a charge has been filed C. holding that a private right of action exists D. holding 1330a motion untimely when filed over 180 days from confirmation E. holding that the language of the statute is mandatory and the commission must act within 180 days

assistant: The best answer is B. holding that a private right of action does not arise until 180 days after a charge has been filed
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: we expressly exclude , to the fullest extent permitted by law , all liability of betterpoints.uk , its directors , employees or other representatives , howsoever arising , for any loss suffered as a result of your use of this website or involvement in any way with betterpoints.uk .

assistant: Limitation of liability
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: Neither this Agreement nor any of Seller’s rights, interests or obligations hereunder may be assigned, delegated or otherwise transferred, in whole or in part, by operation of Law or otherwise by Seller without the prior written consent of Purchaser, and any such purported assignment, delegation or transfer without such consent shall be void ab initio and of no effect; provided , however , that Seller may, without the prior written consent of Purchaser, assign this Agreement to any Person that acquires all or substantially all of Seller’s business or assets (whether through an asset purchase agreement, stock purchase agreement, merger agreement or otherwise) if Seller also assigns all, but not less than all, Product Agreements to such Person and such Person agrees in writing to be bound by the terms of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Obligor and its Subsidiaries has duly complied, and its Properties and business operations are in compliance, in all material respects with all Applicable Law, except where noncompliance could not reasonably be expected to have a Material Adverse Effect. There have been no citations, notices or orders of material noncompliance issued to any Obligor or any of its Subsidiaries under any Applicable Law that could reasonably be expected to have a Material Adverse Effect. No Inventory has been produced in violation of the FLSA.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: trading items may be traded with other account holders for other trading items , but trading items can never be sold , transferred , or exchanged for virtual money , virtual goods , `` real '' goods , `` real '' money , or `` real '' services , or any other compensation or consideration from us or anyone else .

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: no ruling on, whether those circumstances indicated trustworthiness. While Mr. Jones appears to have been interviewed at the police station by at least two detectives, he was a defendant in this case with- significant motive to place the blame on his two co-defendants. Mr. Jones testified at trial that his statement contained numerous lies, and he ultimately pled guilty to all of the offenses arising from the victims’ murders. Mr. Jones’s significant motive when interviewed by the police to place the blame on the Defendant and his subsequent testimony that he lied in his ’ statement do not equate with it having been made under circumstances indicating trustworthiness. See State v. Devonta Amar Cunningham, No. M2012-02203-CCA-R3-CD, 2015 WL 173495, at *13 (Tenn.Crim.App. Jan. 14, 2015) (<HOLDING>). Because the statement was not made under Options: A. holding that statement to police made thirtysix hours after a different statement to police was not part of one confession and not admissible under the rule of completeness B. holding admissible suspects statement to police after being informed that he had been identified in a lineup which the court assumed without deciding was interrogation for purposes of the appeal because the statements were voluntarily made without any coercion and came after the suspect was given and validly waived his miranda rights C. holding that a show up is not necessarily blemished by the fact that the victim was taken to a show up with the suspect handcuffed and near a police car with police officers present D. holding that statement taken at witness home by police nine days after the incident and based on a story made up and that everyone in the group had agreed to repeat if the police ever came questioning was not given under circumstances indicating trustworthiness E. holding witnesss formal signed written statement given at the police station one hour after the crime following structured police questioning was testimonial

assistant: The best answer is D. holding that statement taken at witness home by police nine days after the incident and based on a story made up and that everyone in the group had agreed to repeat if the police ever came questioning was not given under circumstances indicating trustworthiness
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 Employment Term, the Company shall obtain comprehensive major medical, hospitalization and disability insurance coverage, either group or individual, for the Executive and his dependents, and may obtain or may continue in force life (“key man”) insurance on the Executive for the benefit of the Company/Executive (collectively, the “Policies”), which Policies the Company shall keep in effect at its sole expense throughout the Term. The Policies to be provided by the Company shall be on terms as determined by the Board. Within 30 days following any termination of this Agreement, at the Executive’s option, the Company shall assign to the Executive all assignable insurance policies on the life of the Executive then owned by the Company in consideration of the payment by the Executive of the premiums accruing after the date of such termination.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower shall have paid to the Agent on the Fourth Amendment Effective Date (i) for the account of each Lender, a consent fee equal to the sum of (A) 0.15% of such Lender’s Commitment immediately prior to the effectiveness of this Amendment and (B) 0.35% of such Lender’s Increased Commitment Amount and (ii) all reasonable and documented fees, out-of-pocket costs and expenses of the Agent incurred in connection with this Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees, charges and disbursements of Davis Polk & Wardwell LLP, counsel for the Agent.

assistant: Expenses