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: requirements.” Securities and Exchange Comm’n v. Jerry T. O’Brien, Inc., 467 U.S. 735, 746, 104 S.Ct. 2720, 2726, 81 L.Ed.2d 615 (1984). The Court also that the objections portion of the statute was drafted in such a way as to minimize any delay in the agency’s investigation. See id. To this end, the Court noted that a customer wishing to challenge a subpoena “must assert his claim within a short period of time.” Id. A district court, citing Jerry T. Obrien, has held that “[I]f a motion to quash is not timely filed ... a district court does not have subject matter jurisdiction to hear the challenge.” Mackey v. United States Securities and Exchange Commission, 1997 WL 114801 *1 (D.Conn.1997); see Friedman v. Inspector General, U.S. Dept. of State, 1992 WL 321510, *1 (D.D.C.1992) (<HOLDING>). Applying these standards to the case at hand, Options: A. holding untimeliness of motion to modify medical insurance payment did not preclude motion to modify maintenance B. holding that an order denying a motion to vacate a 1782 order and denying a motion to quash the subpoena was immediately appealable C. holding that overruling of motion to quash does not affect substantial right and is therefore not final appealable order D. holding that a denial of a motion to quash a grand jury subpoena is not final and therefore not appealable E. holding that untimeliness is sufficient grounds for denying a motion to quash

assistant: The best answer is E. holding that untimeliness is sufficient grounds for denying a motion to quash
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: In the event a Participant dies while employed by the Company or any of its Affiliates, a number of PSUs equal to the target number of PSUs awarded (as set forth in the Certificate) shall immediately vest in the estate of such Participant or in any person who acquired such PSUs by bequest or inheritance, or by the Permitted Assignee. References in this Agreement to a Participant shall include any person who acquired PSUs from such Participant by bequest or inheritance.

assistant: Death
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 obligations of the Borrower under Sections 4.3 , 4.4 , 4.5 , 4.6 , 4.7 , 11.3 and 11.4 and the obligations of the Lenders under Section 10.1 , shall in each case survive any termination of this Agreement and the payment in full of all Obligations. The representations and warranties made by the Borrower in this Agreement and in each other Loan Document shall survive the execution and delivery of this Agreement and each such other Loan Document.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Executive shall be entitled to four (4) weeks of paid vacation during each calendar year of the Term, during which period his Salary shall be paid in full. Executive shall take his vacation at such time or times as Executive and the Corporation shall determine is mutually convenient. It is expected that vacation time for each calendar year will be taken in such calendar year and that unused vacation time shall not rollover to subsequent calendar years.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to the provisions of this Article 7 , the term of this Agreement shall continue from the Effective Date until the end of the Agency Period, unless earlier terminated by the parties to this Agreement pursuant to this Article 7 .

assistant: Terms
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: States v. Bernhardt, 840 F.2d 1441, 1449 (9th Cir.), cert. denied sub nom. McCarthy v. United States, 488 U.S. 954, 109 S.Ct. 389, 102 L.Ed.2d 379 (1988). The inability of a party to appeal from an adverse determination in the prior proceeding is a major factor to be considered. Standefer v. United States, 447 U.S. 10, 22-24, 100 S.Ct. 1999, 2007-08, 64 L.Ed.2d 689 (1980). Because the Government could not appeal from Judge Cahn’s discretionary refusal to depart upward, United States v. Evans, 49 F.3d 109, 111 (3rd Cir.1995), the doctrine’s requirement of an incentive to litigate fully is not present in this case. Moreover, Chief Judge Cahn did not make any adverse “ultimate fact” determinations in his discretionary refusal to make an upward departure. See Seley, 957 F.2d at 720-22 (<HOLDING>). The district court did not violate the Options: A. holding collateral estoppel elements met considering changed circumstances in the context of an exception to the general rule of collateral estoppel B. holding that collateral estoppel applies only where the antecedent judgment was a final judgment C. holding that the doctrine of collateral estoppel applies when an issue of ultimate fact has necessarily been determined by a valid final judgment D. holding that collateral estoppel applies to 1983 claims E. holding that collateral estoppel precludes future litigation between the same parties of ultimate facts that have been determined by valid and final judgments

assistant: The best answer is E. holding that collateral estoppel precludes future litigation between the same parties of ultimate facts that have been determined by valid and final judgments
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Each party shall, at any time and from time to time, at the request of the other party, execute and deliver such other instruments as the other party may reasonably request in order to effectively consummate the transactions contemplated hereby.

assistant: Further Assurances
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: indirect criminal contempt proceedings must not only notify the alleged contemnor that sanctions are being sought, but that the proceedings will be criminal in nature. In re Marriage of Morse, 240 Ill. App. 3d 296, 304, 607 N.E.2d 632, 638 (1993), citing In re Marriage of Alltop, 203 Ill. App. 3d 606, 616, 561 N.E.2d 394, 400-01 (1990), and Betts, 200 Ill. App. 3d at 58-59, 558 N.E.2d at 425. Thus, indirect criminal contempt proceedings cannot be initiated by a pleading captioned so as to imply that the proceedings will not be criminal. Instead, a party seeking a finding of indirect criminal contempt must say so explicitly by filing a pleading captioned “petition for adjudication of criminal contempt.” In re Marriage of Carpel, 232 Ill. App. 3d 806, 823, 597 N.E.2d 847, 860 (1992) (<HOLDING>). As with any other criminal defendant, an Options: A. holding that the plaintiff must show that there was a lack of probable cause for the criminal prosecution B. holding that the hospital failed to show how it was harmed by failure to verify the rule to show cause C. holding that issuance of an order to show cause satisfied this requirement D. holding that pleading captioned petition for rule to show cause implies that proceedings will be civil because a criminal defendant can never be compelled to show cause E. recognizing petitioners must be afforded the opportunity to show good cause for filing a longer petition

assistant: The best answer is D. holding that pleading captioned petition for rule to show cause implies that proceedings will be civil because a criminal defendant can never be compelled to show cause
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: 1194 (9th Cir.1998). We affirm. The district court properly dismissed plaintiffs action because Dunlap failed to state a cognizable claim against any of the defendants and the deficiencies in his complaint cannot be cured by amendment. See Lucas v. Dep’t of Corrections, 66 F.3d 245, 248 (9th Cir.1995) (per curiam). Dunlap failed to state a claim against John and Jane Doe of Pretrial Services because absolute immunity shields judges and those performing judge-like functions from liability for acts performed in their official capacity. See Ashelman v. Pope, 793 F.2d 1072, 1075 (9th Cir.1986). There is no cognizable claim against Cynthia Ryan and Barbara LaWall because both are entitled to absolute prosecutorial immunity. See Imbler v. Pachtman, 4 , 103 S.Ct. 1108, 75 L.Ed.2d 96 (1983) (<HOLDING>); Arizonans for Official English v. Arizona, Options: A. recognizing that a judge is not absolutely immune from criminal liability B. holding that prosecutors are absolutely immune from claims alleging conspiracy to present false testimony but witnesses including police officerwitnesses are not absolutely immune from such claims C. holding witnesses are absolutely immune from suit for damages with respect to testimony D. holding michigan friend of the court employees absolutely immune from suit under 1983 E. holding that a prosecutor is absolutely immune from a suit claiming that he destroyed and falsified evidence

assistant: The best answer is C. holding witnesses are absolutely immune from suit for damages with respect to testimony
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: agencies have some procedural limitations on their discretion, it does not follow that substantively they have no discretion. Such a conclusion is overly formalistic and ignores the on-the-ground reality that DSHS was the party that had control over the formula for authorized service hours. ¶26 As described above, when a party has discretion over a future contract term, it has an implied duty of good faith and fair dealing in setting and performing that contractual term. Here, the contract provided that service providers wo the duty of good faith did not apply to a landlord’s refusal to consent to a lease agreement when the contract gave the landlord the unconditional right to do so); Seattle-First Nat’l Bank v. Westwood Lumber, Inc., 65 Wn. App. 811, 820, 822-23, 829 P.2d 1152 (1992) (<HOLDING>). DSHS relies heavily on Monotype Corp. v. Options: A. holding that course of dealing may render uncertain terms sufficiently definite B. recognizing that course of dealing may establish limitation of damages as part of parties bargain in fact but finding record was devoid of any evidence to establish a prior course of dealing between parties C. holding that the duty of good faith and fair dealing is a contractual duty D. holding that the trial court erred by imposing a duty of good faith on seattlefirst in relation to a course of dealing when that course of dealing conflicted with the express terms of the contract E. holding that duty of good faith and fair dealing did not extend to thirdparty claimant

assistant: The best answer is D. holding that the trial court erred by imposing a duty of good faith on seattlefirst in relation to a course of dealing when that course of dealing conflicted with the express terms of the 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 case excerpt and choose the best holding from the options. Case excerpt: 353 S.E.2d at 726 (declining to impute to the legislature an intent to abrogate the privity requirement by implication and thus allow negligence actions for economic loss). Some states may recognize an independent common law cause of action for professional negligence, decline to apply the economic loss rule to cases of professional negligence, or hold that a statute governing professional liability gives riseHo an independent cause of action, but I find that Virginia law does not support these theories of recovery. Virginia law is clear that contracts give rise to professional duties, and privity of contract is a prerequisite to claiming professional negligence. B. Claim for BREACH of Imp aintiff has not stated a plausible claim for breach of implied contract. 9, 228 (4th Cir.1992) (<HOLDING>). In the absence of adequate allegations that Options: A. holding the act specifically applicable to a custom builder who uses substandard material in the construction of a house and stating generally that the act was not intended to provide an exemption for a custom builder B. holding that the first amendment does not by itself give rise to a cause of action for damages C. holding that an architects responsibility to adhere to county regulations when designing a building does not give rise to a right to implied contractual indemnification when the builder must later pay the building owner for the cost of bringing the building into regulatory compliance D. holding that an employers mere failure to follow its own rules and regulations does not give rise to a protected property interest E. holding that failure to record an assignment does not give rise to a cause of action

assistant: The best answer is C. holding that an architects responsibility to adhere to county regulations when designing a building does not give rise to a right to implied contractual indemnification when the builder must later pay the building owner for the cost of bringing the building into regulatory compliance
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All United States federal income tax returns of Company and its Subsidiaries required by law to be filed have been filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided. The United States federal income tax returns of Company through the fiscal year ended December 31, 2015 have been settled and no assessment in connection therewith has been made against Company. Company and its Subsidiaries have filed all other tax returns that are required to have been filed by them pursuant to applicable foreign, state, local or other law except insofar as the failure to file such returns would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by Company and its Subsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been established by Company. The charges, accruals and reserves on the books of Company in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not, singly or in the aggregate, result in a Material Adverse Effect.

assistant: Taxes
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 and Lender hereby represent that they have dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement except as disclosed to Lender. Borrowers hereby agrees to indemnify and hold Lender harmless from and against any and all Losses relating to or arising from a claim by any Person that such Person acted on behalf of Borrowers in connection with the transactions contemplated herein. The provisions of this Section 12.19 shall survive the expiration and termination of this Agreement and the repayment of the Indebtedness.

assistant: Brokers
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: dismissing the suit and remanded for trial before a statutoiy three-judge court as required by the Voting Rights Act. In the case at bar, the Property Owners, in challenging assessments that have already been imposed, are seeking to recover the assessments that have been paid and to enjoin collection of the assessments in the future. Closer to the mark than Pendleton v. Heard is Carson v. City of Fort Lauderdale, 293 F.2d 337 (5th Cir.1961), in which the Fifth Circuit affirmed dismissal, pursuant to the Tax Injunction Act, of a suit in which "[pjlaintiffs ... seek an injunction to restrain the city from carrying forward its plan to install sewers and make the consequent assessments and service charges.” Id. at 338. See also Burris v. City of Little Rock, 941 F.2d 717 (8th Cir.1991) (<HOLDING>). 11 . In assessing the scope of the phrase Options: A. holding that suit was barred as a matter of comity even though the state of new york indicates that it would waive the bar of the tax injunction act B. recognizing certificates of assessment as adequate evidence of tax liability C. holding that a new tax assessment formula enacted after the beginning of the period of assessment but applied to the entire tax year was a clear instance of a statute acting prospectively on facts or conditions in existence prior to its enactment D. holding that the tax injunction act barred review of a 1983 action to challenge an assessment to pay for sewer improvements E. holding that 1983 is not an exception to the state tax injunction act

assistant: The best answer is D. holding that the tax injunction act barred review of a 1983 action to challenge an assessment to pay for sewer improvements
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: If the Total Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “ Increase Effective Date ”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders (including any Eligible Assignee that becomes a Lender pursuant to this Section 2.19 ) of the final allocation of such increase and the Increase Effective Date. Simultaneously with the Increase Effective Date, (i) the Commitments of each of the Lenders and the outstanding amount of all Advances shall be reallocated to take into account such increase and the final allocation thereof, and the requisite assignments shall be deemed to be made among the Lenders (including any Eligible Assignee that becomes a Lender pursuant to this Section 2.19 ), with the same force and effect as if such assignments were evidenced by the applicable Assignments and Assumptions but without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which such requirements are hereby waived), and (ii) each assignee Lender shall make full cash settlement with each corresponding assignor Lender, either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all such assignments and reallocations.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Lenders agree to indemnify each Agent and each Issuing Bank, in each case in its capacity as such (to the extent not reimbursed by Parent or the Borrower and without limiting the obligation of Parent or the Borrower to do so), in the amount of its pro rata share (based on its aggregate Revolving Facility Credit Exposure and, in the case of the indemnification of each Agent, unused Commitments hereunder; provided that the aggregate principal amount of Swingline Loans owing to the Swingline Lender and of L/C Disbursements owing to any Issuing Bank shall be considered to be owed to the Revolving Lenders ratably in accordance with their respective Revolving Facility Credit Exposure) (determined at the time such indemnity is sought), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against the Administrative such Agent or such Issuing Bank in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative such Agent or such Issuing Bank under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the Administrative Agent’s such Agents’ or such Issuing Bank’s gross negligence or willful misconduct. The failure of any Lender to reimburse the Administrative any Agent or any Issuing Bank, as the case may be, promptly upon demand for its ratable share of any amount required to be paid by the Lenders to the Administrative such Agent or such Issuing Bank, as the case may be, as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse the Administrative such Agent or such Issuing Bank, as the case may be, for its ratable share of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse the Administrative such Agent or such Issuing Bank, as the case may be, for such other Lender’s ratable share of such amount. The agreements in this Section 8.07 shall survive the payment of the Loans and all other amounts payable hereunder.

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 legal provision and list the applicable contract clause categories. Provision: Each Party will, and will cause its respective Affiliates and Representatives to, cooperate with the other in good faith and will take such other actions as may be reasonably requested from time to time by the other as are necessary to accomplish the intended purpose of this Agreement and to resolve in a commercially reasonable manner any problems that may occur in relation to it. In furtherance of the foregoing, each Party will, upon the other Party’s reasonable request and subject to applicable Legal Requirement, provide the other Party with any information owned or controlled by it that is reasonably required for the other Party to fulfill its obligations or exercise its rights under this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Notwithstanding anything in this Agreement to the contrary, this Agreement shall terminate upon the earliest to occur of (i) the maturity or liquidation of the latest maturing Receivable and the disposition of any amounts received thereon in accordance with Section 5.04, (ii) the payment to the Holders of the Securities of all amounts required to be paid to them under the Basic Documents and (iii) the exercise by the Servicer of its rights under Section 9.01(a), the deposit into the Collection Account by the Servicer of the amount required to be deposited therein in accordance with Section 9.01(a) and the application of such amounts in accordance with Section 5.04.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party, the issuance and sale of the Units and the consummation by it of the transactions contemplated hereby and thereby do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default or breach (or an event that with notice or lapse of time or both would become a default or breach) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise), certificate, authorization, permit, license, or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: when deciding whether a hostile work environment exists including: ‘the frequency of the discriminatory conduct; its severity; whether it is physically threatening or humiliating, or a mere offensive utterance; and whether it unreasonably interferes with an employee’s work performance.’ ” Id. (quoting Harris v. Forklift Sys., Inc., 510 U.S. 17, 23, 114 S.Ct. 367, 126 L.Ed.2d 295 (1993)). Here, the comments and expressions of exasperation occurred largely at committee meetings. Further, the comments were not physically threatening and there is no evidence that the comments affected Bruce’s work performance. While offensive in nature, these sporadic comments are simply not severe or pervasive enough to establish a prima facie case for a hostile work environment claim. See id. at 679 (<HOLDING>). C. Retaliation Claim To establish a prima Options: A. holding that a viable hostile work environment claim requires an environment that a reasonable person would find hostile or abusive B. holding that the fact that the offensive material was not directed specifically at the plaintiff does not as a matter of law preclude a jury from finding that the conduct subjected her to a hostile work environment based on her sex C. holding that a single offensive racist comment was not sufficient to establish a hostile work environment D. recognizing a hostile work environment claim under section 1983 E. holding that referring to a female colleague as dancing girl or call girl ignoring her except to comment on her appearance and another female employees quitting because of the same person was not sufficient to establish a prima facie case of hostile work environment because the offensive utterances do not rise to the level required by the supreme courts definition of a hostile work environment

assistant: The best answer is E. holding that referring to a female colleague as dancing girl or call girl ignoring her except to comment on her appearance and another female employees quitting because of the same person was not sufficient to establish a prima facie case of hostile work environment because the offensive utterances do not rise to the level required by the supreme courts definition of a hostile work environment
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: matter is irrelevant. Couch had valid consent to search Cole’s vehicle. Accordingly, we affirm the denial of the motion to suppress. Affirmed. VAUGHT, C.J, and KINARD, J., agree. 1 . Testifying on Cole's behalf, Brumble told the trial court that he informed Couch that he could not give consent because Cole was the owner of the car. Cole testified on her own behalf and stated that Couch never asked for consent to search. The trial court found both Brumble and Cole not credible. 2 . This holding is consistent with decisions from other jurisdictions. See United States v. Eldridge, 984 F.2d 943 (8th Cir.1993); Ledda v. State, 564 A.2d 1125 (Del.1989); People v. Sanchez, 292 Ill.App.3d 763, 226 Ill.Dec. 737, 686 N.E.2d 367 (1997). But see Johnson v. State, 905 P.2d 818 (Okla.Crim.App.1995) Options: A. holding that defendants had no standing where they conceded that they did not own the automobile searched and were simply passengers the owner of the car had been the driver of the vehicle at the time of the search B. holding that after making an arrest of the driver of a vehicle the police may search the passenger compartment of the vehicle C. holding that the consent of the driver was invalid when the officer knew that the passenger was the owner of the automobile D. holding that belton permits the search of the passenger compartment of an automobile even when the defendant is arrested outside as long as the officer made initial contact while the defendant was inside the automobile E. holding a driver had standing to suppress the drugs found in the underwear of the drivers passenger during an unreasonably prolonged roadside stop of both driver and passenger

assistant: The best answer is C. holding that the consent of the driver was invalid when the officer knew that the passenger was the owner of the automobile
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 rights and obligations of the parties under the provisions of this Agreement (including without limitation Section 7) shall survive, and remaining binding and enforceable, notwithstanding the termination of this Agreement, the termination of Executive’s Employment hereunder or otherwise, to the extent necessary to preserve the intended benefits of such provision.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: assets used and necessary in the operations of the transportation services being transferred.” R.35, Ex.16 at 1. It does not follow from this statement that the right to reproduce and sell copies of the program to third parties was included in the sale of assets. The only right that seems “necessary” to the freight forwarding service (and thus transferred by the Asset Agreement) is a copy with the right to use and modify the program, which is what ITOF-CA argues was transferred. MegaTrans is being sued for reproducing and selling copies to other companies — not for using the program in its own freighting services. Commercial distribution of software does not appear to be “necessary” to conducting freight forwarding servic A. No. 91-2452-EEO, 1993 WL 191323, at *6 (D.Kan. May 25, 1993) (<HOLDING>). Even in Schiller & Schmidt, Inc. v. Nordisco Options: A. holding that bank was entitled to attorney fees on appeal when agreement did not prohibit such fees B. holding that no reason existed to create a uniform national rule in admiralty where the case concerned attorneys fees and whether the contractual provision which provided for attorneys fees should allow a party to recover attorneys fees where it succeeded on all but one minor issue C. holding that plaintiffs due process rights were violated when state licensing officials misapplied state licensing law in order to keep plaintiffs from competing in business against one official D. holding that agreement conferring all rights to the completed program with no licensing or royalties fees due conveyed the copyright E. holding that by licensing intangibles for use in south carolina holding company had substantial nexus such that taxing royalties from intellectual property would not violate the dormant commerce clause

assistant: The best answer is D. holding that agreement conferring all rights to the completed program with no licensing or royalties fees due conveyed the copyright
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: Mr. Vice agrees that, for at least sixty (60) months following the Retirement Date, he will reasonably cooperate with Company and any Released Party regarding requests for assistance by providing support in connection with claims, litigation and investigations, including without limitation serving as a witness and/or providing information about matters connected with Mr. Vice’s prior employment with the Company or any Released Party; provided, however, that any such cooperation in excess of 40 hours per year shall be subject to mutually agreeable reasonable compensation. The Company or the Released Party requesting assistance shall reimburse Mr. Vice for any travel costs he incurs in connection with his cooperation, in accordance with its travel cost reimbursement policy for active appointed officers.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: jurisdiction over the industry.” Connecticut Light, 324 U.S. at 531, 65 S.Ct. 749. Additionally, the Court was especially cognizant of the legislative history of the FPA in which Congress communicated its belief that the FPA did not give the FPC “jurisdiction over local rates.” Id. at 525-28, 65 S.Ct. 749. The Court also cited a House of Representatives report which stated that “no jurisdiction is given over local distribution of electric energy, and the authority of States to fix local rates is not disturbed even in those cases where the energy is brought in from another state.” Id. at 527, 65 S.Ct. 749 (citing H.R.Rep. No. 1318, 74th Cong., 1st Sess. 7, 8, 27 (1935)); cf. Panhandle Eastern Pipe Line Co. v. Pub. Serv. Comm’n of Ind., 332 U.S. 507, 68 S.Ct. 190, 92 L.Ed. 128 (1947) (<HOLDING>). With this background in mind, we believe that Options: A. holding that state court could not have unreasonably applied federal law if no clear supreme court precedent existed B. holding that requiring a permit and the restoration of the land after the mining operations had concluded did not preempt federal law however the court did recognize that where a state regulation rendered it impossible to exercise a right granted through federal legislation that state regulation would be in conflict with the federal right C. holding nga extended federal regulation only to area which supreme court had held state could not reach and did not usurp state authority D. holding that state could not assert sovereign immunity defense where the state had waived immunity in state court and agreed to remove suit to federal court E. recognizing that the district court did not reach the merits

assistant: The best answer is C. holding nga extended federal regulation only to area which supreme court had held state could not reach and did not usurp state 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 case excerpt and choose the best holding from the options. Case excerpt: 676 F.2d 969, 975 (3d Cir. 1982); Carty v. Schneider, 986 F. Supp. 933, 38 V.I. 213 (D.V.I. 1997). In contrast, a fine is a criminal contempt sanction if the amount of the fine is fixed and imposed unconditionally as a punishment for past disobedience. See Hicks, 485 U.S. at 632-33 (“An unconditional penalty is criminal in nature because it is solely and exclusively punitive in character.” (citations and quotations omitted)); see also Latrobe Steel Co., 545 F.2d at 1343 (“[T]he penalties arising out of adjudications of criminal contempt are generally an absolute fine of a specific amount . . . .”). Criminal fines are retroactive, and may not be avoided by purging the contemptuous conduct. See Penfield Co. of Cal. v. SEC, 330 U.S. 585, 590, 67 S. Ct. 918, 921, 91 L. Ed. 1117 (1947) (<HOLDING>). Here, the June 13, 2006, order was phrased in Options: A. recognizing that because a district courts determination of the appropriate fine involves factual issues including the defendants ability to pay the fine imposedthe district courts calculation of the fine is entitled to deference and can be reversed on appeal only for clear error B. holding that where the language of the statute required the imposition of both confinement of which a portion could not be suspended and a fine the court had the ability to impose a fine and then suspend it C. holding that a flat unconditional fine for 50 was a criminal sanction because the contemnor had no subsequent opportunity to reduce or avoid the fine through compliance D. holding that a fiftytwo million dollar fine could not be imposed as a sanction for criminal contempt except through a jury trial E. holding that the failure to impose a mandatory fine requires that the matter be remanded for imposition of that fine

assistant: The best answer is C. holding that a flat unconditional fine for 50 was a criminal sanction because the contemnor had no subsequent opportunity to reduce or avoid the fine through compliance
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: 2001 and June 2002. None of the excerpts of the letters submitted to the Court indicate if the amounts past due are derived from lack of royalty payments by Defendants. However, this is irrelevant in that the termination provision Papa John's relies upon only states three notices of default, not necessarily three notices of default for royalty payments. 3 . Because the "Without Notice” provision is at Papa John’s discretion, Papa John's may or may not terminate the franchise agreements, and the rights pursuant to such, once three notices of default occur. Once they receive three notices of breach, even if cured,. Defendants could assume that Papa John’s will rely on this particular termination provision, that they are no longer allowed to use Papa John's trade 9428, *5 (E.D.Tex.2003) (<HOLDING>). 7 . Defendants allege that Papa John’s, Options: A. holding that the only fraud that could vitiate the contract is fraud that would invalidate the merger clause itself ie fraud relating to the merger clause or fraud that invalidates the entire contract including the merger clause quoting 3 corbin contracts 578 B. holding that reliance is not an element to be proven under securities fraud in indiana C. holding that justifiable reliance is a jury question where the contract containing the merger clause was found invalid due to an antecedent fraud D. holding that where a merger clause is included in the written contract alleged collateral promises will not be enforced through fraud because under fraud the reliance must be reasonable E. holding that a fraud class action cannot be certified when individual reliance will be an issue

assistant: The best answer is D. holding that where a merger clause is included in the written contract alleged collateral promises will not be enforced through fraud because under fraud the reliance must be reasonable
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 obligations of the Loan Parties under Sections 2.2(f), 2.2(g), 2.2(h), 3.7, 3.8, 3.9, 3.10, 16.5 and 16.9 hereof and the obligations of Lenders under Sections 2.2, 2.15(b), 2.16, 2.18, 2.19, 14.8 and 16.5 hereof, shall survive termination of this Agreement and the Other Documents and the Payment in Full of the Obligations.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the defenses of modification and novation rested, in part, on the existence of an agreement between Schleider and Beal Bank. Beal Bank argues there is no evidence Schleider and Beal Bank agreed on the material terms so as to create a binding contract, such as would support modification or no-vation. We agree. When the parties leave an essential term open for future negotiation, there is no binding contract. T.O. Stanley, 847 S.W.2d at 221. In the present case, there is no evidence Schleider and Beal Bank agreed on the duration of an extension of the loan, a new maturity date, the rate of interest that would apply, or the amount and number of additional payments. Thus, there is no evidence of a binding agreement in the present case. See T.O. Stanley Boot, 847 S.W.2d at 221-22 (<HOLDING>); Gerdes v. Mustang Exploration, 666 S.W.2d Options: A. holding that the proper rate for prejudgment interest is the rate fixed by the parties in a contract B. holding alleged contract to make 500000 line of credit available failed for indefiniteness when no evidence was introduced regarding interest rate of alleged loan or repayment terms C. holding that where oral loan was silent as to the time of repayment the statute of limitations began to run at the time the contract was made D. holding that contract failed for indefiniteness because there were essential terms upon which there was no agreement E. holding unconscionable loan terms with an extraordinarily high interest rate

assistant: The best answer is B. holding alleged contract to make 500000 line of credit available failed for indefiniteness when no evidence was introduced regarding interest rate of alleged loan or repayment terms
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: Rupert testified, was the following: “Rich San Fran, Kyle Red 4 pounds.” Id. at 540. According to Rupert, he interpreted this notation to mean “that ‘Rich was from San Francisco; that he supplies marijuana; and that Kyle [Lunnin] and Red [Dustin Lunnin] also supplied some marijuana” to Shawn Smith. Id. We conclude that this evidence, considered as a whole, was sufficient to allow the jury to reasonably infer that Lunnin joined in the conspirators’ agreement at some point in the latter part of 2012, first by assisting Shawn Smith in collecting money for drugs that were dispersed to lower-level dealers, and then, in November or December 2012, investing $5,000 in the scheme in the hopes of making a profit of $2,500. See United States v. Wardell, 591 F.3d 1279, 1287 (10th Cir.2009) (<HOLDING>). 2) Knowledge of the objectives of the Options: A. holding that such circumstantial evidence may be used to prove discrimination B. holding that employers intent may be inferred through circumstantial evidence C. holding intent may be inferred from all facts and circumstances D. holding that an agreement may be inferred entirely from circumstantial evidence E. holding that fraud may be inferred from circumstantial evidence

assistant: The best answer is D. holding that an agreement may be inferred entirely from circumstantial evidence
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: overrule a previous panel’s decision, a prior panel’s decision controls over a subsequent panel’s contrary decision. See Morrison v. Amway Corp., 323 F.3d 920, 929 (11th Cir.2003). Stated more plainly, when two cases conflict, the earliest case governs. This raises the question of which panel opinion constitutes the earliest case. The Court finds that National Advertising Co. v. City of Fort Lauderdale, 934 F.2d 283, 285 (11th Cir.1991), the earliest case cited to the Court by the parties, is binding as against all subsequent contrary decisions under the Eleventh Circuit’s “earliest case” rule. National Advertising Co. establishes a plaintiffs standing under the overbreadth doctrine to challenge ordinance provisions that were not applied against the plaintiff. See 934 F.2d at 285-86 (<HOLDING>). When the licensing scheme is content-neutral, Options: A. holding that court may not sever clause from initial ordinance and submit remainder of ordinance to voters B. holding that a plaintiff had standing to attack an entire ordinance including portions of the ordinance not applied to the plaintiff C. holding that the plaintiffs due process challenge to a city ordinance was barred because it was inextricably intertwined with a statecourt ruling that plaintiff lacked standing to challenge the ordinance D. holding that plaintiff could not request damages for a facial challenge to a zoning ordinance under the first amendment because the provision had not yet harmed the plaintiff E. holding certain plaintiffs did not have standing to attack ordinance governing sexually oriented businesses where the record did not reveal that any one of these plaintiffs was subject to the ordinance even though the city attorney conceded at oral argument before the supreme court that one or two of them had had their licenses denied under the ordinance

assistant: The best answer is B. holding that a plaintiff had standing to attack an entire ordinance including portions of the ordinance not applied to the plaintiff