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: need not even be asked — unless the defendant also establishes a nexus to the crime. The State claims that “the Fifth Circuit’s Penry I jurisprudence is not at issue” in this case. Brief for Respondent 35, n. 21; Tr. of Oral Arg. 33. To the contrary, that jurisprudence is directly at issue because the Fifth Circuit denied Tennard relief on the ground that he did not satisfy the requirements imposed by its “constitutional relevance” test. As we have explained, the Fifth Circuit’s screening test has no basis in our precedents and, indeed, is inconsistent with the standard we have adopted for relevance in the capital sentencing context. We therefore hold that the Fifth Circuit assessed Tennard’s Penry claim under an improper legal standard. Cf. Miller-El v. Cockrell, 537 U. S., at 341 (<HOLDING>). C We turn to the analysis the Fifth Circuit Options: A. holding on certiorari review of the denial of a coa that the fifth circuit had applied an incorrect standard by improperly merging the requirements of two statutory sections B. holding that review by common law certiorari in district courts of appeal is limited to circuit court decisions constituting denial of procedural due process application of incorrect law or miscarriage of justice C. holding that the standard of review for the denial of a motion for reconsideration is governed by the law of the regional circuit D. holding that the judge did not abuse his discretion but applied an incorrect standard E. holding that the standard of review for the denial of rule 11 sanctions is governed by the law of the regional circuit

assistant: The best answer is A. holding on certiorari review of the denial of a coa that the fifth circuit had applied an incorrect standard by improperly merging the requirements of two statutory sections
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: in the event your outlook.com inbox or microsoft account is closed either by you or by microsoft pursuant to these terms , the email address or username may be recycled into our system and assigned to another user .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If, within twelve months following a Change in Control, (i) a Participant is terminated by the Company or an employing Affiliate (that is not a Joint Venture) without Cause or (ii) such Participant resigns from the Company or an employing Affiliate (that is not a Joint Venture) for Good Reason, all then outstanding Restricted Stock shall vest and become nonforfeitable.

assistant: Change In Control
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: Attached to this Amendment as Exhibit 2 is a conformed copy of the Agreement, giving effect to all Amendments through this Fourth Amendment. Except as specifically amended or waived above, the Agreement and the other Documents shall remain unchanged and in full force and effect and are hereby ratified and confirmed. The execution, delivery and effectiveness of this Fourth Amendment shall not operate as a waiver of any right, power or remedy of the Collateral Agent or any Purchaser under the Agreement or any Document, nor constitute a waiver of any provision of the Agreement or any Document, except as specifically provided by this Fourth Amendment. This Fourth Amendment is a Document, and a part of the Agreement, for all purposes of the Agreement. This Fourth Amendment may be executed in any number of counterparts, and by different parties hereto on separate counterpart signature pages, and all such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of a counterpart signature page by facsimile transmission or by e-mail transmission of an Adobe portable document format file (also known as a “ PDF ” file) shall be effective as delivery of a manually executed counterpart signature page. Section headings used in this Fourth Amendment are for reference only and shall not affect the construction of this Fourth Amendment.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as otherwise set forth in the Merger Agreement, all Expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such Expense, whether or not the transactions contemplated hereby are consummated.

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: Subject to the terms and conditions of the Purchase Agreement, Assignor hereby assigns all of its right, title and interest in and to the Purchase Agreement to Assignee, and Assignee hereby accepts the assignment and assumes all of Assignor's right, title and interest in the Purchase Agreement from and after the Effective Date.

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: This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. Delivery by any party hereto of an executed counterpart of this Agreement by facsimile or other electronic imaging shall be effective as such party’s original executed counterpart.

assistant: Counterparts
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: his version of the incident. McCollough argues that removal of “allegedly” from his statement “conveyed a completely different meaning to the average person” in that the revised statement read as an admission by him that he hit a player with a ball. McCollough’s Brief in Response to Cross-Appeal at 10. [35] The parties’ arguments demonstrate quite clearly that there is a genuine issue of material fact as to the defamatory imputation of the altered statement that was published. The true implication of the statement necessarily requires consideration of extrinsic evidence by the trier of fact. [36] The Defendants also argue that the statement cannot be defamatory because it accurately states what occurred. See Gatto v. St. Richard School, Inc., 114, N.E.2d 914, 924 (Ind.Ct.App.2002) (<HOLDING>). They point to affidavits of witnesses who Options: A. holding that truth is a complete defense to an action for libel B. holding that probable cause is a complete defense to an action for false arrest C. recognizing a criminal defendants right to present a complete defense D. holding that truth is a complete defense to defamation E. holding that insanity is a complete defense to the criminal charge

assistant: The best answer is D. holding that truth is a complete defense to defamation
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: nonetheless would hold that MPC’s actions were not fairly attributable to the State of Montana. The Supreme Court has held that there may be “some countervailing reason against attributing activity to the government,” even if facts suggest significant government involvement in private action. Brentwood Acad., 531 U.S. at 295-96, 121 S.Ct. 924. Here, MPC’s lobbying was an exercise of its lawful First Amendment right to petition the government, and that is a countervailing reason against attributing MPC’s activity to the State of Montana. The Supreme Court has stressed the importance of citizens’ exercising their First Amendment right to petition the government: In a representative democracy such as this, [the legislative and executive] branches of Mont. 167, 832 P.2d 1210, 1214 (1992) (<HOLDING>) (emphasis added). So MPC cannot violate the Options: A. holding in accordance with wellestablished constitutional principles that the montana constitutions privacy right protects against state action only B. holding that article x 2 of the california constitution dictates the basic principles defining water rights that no one can have a protectible interest in the unreasonable use of water and that holders of water rights must use water reasonably and beneficially C. holding that montana constitutions equal protection clause protects against arbitrary and discriminate state action D. holding that the montana constitution protects water rights against unreasonable state action E. holding that in the absence of an adequate state remedy one whose constitutional rights are violated has a direct claim against the state under the state constitution

assistant: The best answer is D. holding that the montana constitution protects water rights against unreasonable state action
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Notwithstanding anything herein to the contrary, all measurements and references related to Unit prices, Unit numbers and distribution amounts (other than those expressed in percentages) herein, shall be, in each instance, appropriately adjusted for unit splits, combinations, distributions and the like.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: FVE will promptly notify SNH of (a) any material change in any condition with respect to any Property or of any event or circumstance which could reasonably be expected to make any representation or warranty of any FVE Party under a Transaction Document untrue or misleading in any material respect; and (b) any survey, inspection, audit or other investigation of any Property commenced or threatened by any Governmental Authority.

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 case excerpt and choose the best holding from the options. Case excerpt: government’s subsequent decisionmaking process have no effect on the objective truth or falsity of the claimant’s asserted entitlement, and should thus have no effect on the claimant’s potential liability under the Act. Cf United States v. Krizek, 111 F.3d 934, 939-40 (D.C.Cir.1997) (finding that the question of what constitutes a claim under the False Claims Act “turns[ ] not on how the government chooses to process the claim, but on how many times the defendants made a ‘request or demand’ ” because the “gravamen of these cases is that the focus is on the conduct of the defendant”). This reading of the Act is consistent with this court’s analysis of analogous provisions in the criminal False Claims Act and related statutes. See United States v. Milton, 602 F.2d 231, 233 (9th Cir.1979) (<HOLDING>) (emphasis added); see also United States v. Options: A. holding that plaintiff failed to prove reasonable reliance on a false statement B. holding that the government must prove the defendant knew of the features of the firearm that brought it within the scope of the act C. holding in the context of the criminal false claims act that to prove falsity the government only had to prove that the statement was known to be untrue at the time the defendant made it D. holding the state must prove that at the time of the homicide the defendant was engaged in the commission of the felony E. holding that while the government was required to prove that the defendants phone call crossed a state line the government did not need to prove that the defendant knew of the interstate nexus

assistant: The best answer is C. holding in the context of the criminal false claims act that to prove falsity the government only had to prove that the statement was known to be untrue at the time the defendant made 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 legal provision and list the applicable contract clause categories. Provision: Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable Law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or the effectiveness or validity of any provision in any other jurisdiction, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: court to reweigh the evidence, which we will not do. See Stewart v. State, 768 N.E.2d at 435. CONCLUSION Having concluded that the trial court did not abuse its discretion in admitting the challenged evidence at trial and that the evidence is sufficient to sustain Montgomery’s conviction for Class B felony dealing in methamphetamine, we affirm the judgment of the trial court. The judgment of the trial court is affirmed. NAJAM, J., and MATHIAS, J., concur. 1 . These limits apply to the total amount of base ephedrine and pseudoephedrine contained in the products and not to the overall weight of the products. 2 . This conclusion is consistent with opinions issued by the United States Court of Appeals in the Fifth and Eighth Circuits. See U.S. v. Towns, 718 F.3d 404, 411 (5th Cir.2013) (<HOLDING>); U.S. v. Mashek, 606 F.3d 922, 930 (8th Options: A. recognizing that states have a clear interest in businesses creating nplex logs that extends beyond the evidentiary value of the logs and concluding that because the purchase logs were not prepared specifically and solely for use at trial they are not testimonial and do not violate the confrontation clause B. holding the confrontation clause applies only to testimonial statements C. holding that the confrontation clause applies only to testimonial hearsay D. holding that testimonial statements are subject to the requirements of the confrontation clause even if they are otherwise admissible under the hearsay exception for excited utterances E. holding that reports of chemical analyses were testimonial in nature and subject to the confrontation clause requirements

assistant: The best answer is A. recognizing that states have a clear interest in businesses creating nplex logs that extends beyond the evidentiary value of the logs and concluding that because the purchase logs were not prepared specifically and solely for use at trial they are not testimonial and do not violate the confrontation clause
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Such Loan Party and its Restricted Subsidiaries are in compliance with all applicable Laws, except to the extent that the failure to comply therewith would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

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 case excerpt and choose the best holding from the options. Case excerpt: of incorporation and place of business of the parties, and (d) the place where the relationship, if any, between the parties is centered. These contacts are to be evaluated according to their relative importance with respect to the particular issue. 6 . The Supreme Court of Connecticut has already rejected the ¡ex loci delicti rule in workers’ compensation actions in favor of “interest analysis” and the Restatement (Second) “most significant relationship” approach. See Simaitis v. Flood, 182 Conn. 24, 29-33, 437 A.2d 828, 831-32 (1980); Restatement (Second) of Conflict of Laws § 181 (1971). 7 . See Conn.Gen.Stat. § 52-555 (1977) (measure of wrongful death recovery equal to value of decedent’s life and expenses); Marko v. Stop and Shop, Inc., 169 Conn. 550, 553, 364 A.2d 217, 219 (1975) (<HOLDING>); see also Halstead II, supra, 535 F.Supp. at Options: A. holding warranty liability and strict liability were both shown by proof a product was defective B. holding that to prevail on strict liability claim for a defective product plaintiff must show the product was defective when it left the defendants possession and control C. recognizing that a violation of the mbta is a strict liability offense D. recognizing the significance of control in strict products liability E. recognizing strict product liability actions

assistant: The best answer is E. recognizing strict product liability actions
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) Any and all payments by the Borrower to or for the account of any Lender or the Agent hereunder or under the Notes or any other documents to be delivered hereunder shall be made, in accordance with Section 2.13 or the applicable provisions of such other documents, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding (i) in the case of each Lender and the Agent, taxes imposed on its overall net income (including backup withholding taxes), and franchise taxes and branch profits taxes imposed on it, (x) by the jurisdiction under the laws of which such Lender or the Agent (as the case may be) is organized or any political subdivision thereof and, in the case of each Lender, taxes imposed on its overall net income (including backup withholding taxes), and franchise taxes imposed on it, by the jurisdiction of such Lender’s Applicable Lending Office or any political subdivision thereof or (y) as the result of any other present or former connection between the Lender or Agent and the jurisdiction imposing such Tax (other than a connection arising from such Lender or Agent having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement, the Notes or any other document, or sold or assigned an interest in this Agreement, the Notes or any other document and (ii) any United States withholding tax imposed under FATCA (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities in respect of payments hereunder or under the Notes being hereinafter referred to as “ Taxes ”). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Note or any other documents to be delivered hereunder to any Lender or the Agent, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.14) such Lender or the Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

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 case excerpt and choose the best holding from the options. Case excerpt: open forum for student groups could not deny that forum to a student group wishing to use it for prayer and religious discussion, despite the university’s contention that to permit students to use university facilities for religious purposes would violate the Establishment Clause. Although the Court in Widmar expressly noted that its holding there did not necessarily apply in the secondary school context, see 454 U.S. at 274 n. 14, 102 S.Ct. at 276 n. 14, many members of Congress believed that secondary school students should enjoy the same constitutional rights as their older counterparts. In the absence of an authoritative Supreme Court pronouncement, however, the lower federal courts divided on the question. Compare Brandon v. Guilderland Board of Educ., 635 F.2d 971 (2d Cir.1980) (<HOLDING>), cert. denied, 454 U.S. 1123, 102 S.Ct. 970, Options: A. holding no violation of federal establishment clause B. holding that tax exemption for church property does not violate establishment clause C. holding that the establishment clause forbids studentinitiated religious meetings on public secondary school property D. holding that establishment of christmas day as legal public holiday did not violate establishment clause E. recognizing that the court had to first consider whether the object in question can be defined as religious for establishment clause purposes

assistant: The best answer is C. holding that the establishment clause forbids studentinitiated religious meetings on public secondary school property
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: except under the limited circumstances set forth in 5th Cir. R. 47.5.4. 1 . The district court found that the remark did not refer to the accusations in the Bellinger report. 2 . Had Hinojosa been fired, he would have lost all the stock options. 3 . Hinojosa later abandoned his race discrimination claim. 4 . Because the witnesses gave different accounts of the conference call, it is possible for a jury to find that the Vice President did not even make these remarks. In that case, however, Hinojosa had no reason to believe that he might be fired if he did not retire. In the absence of such a threat, there is no possibility that his working conditions had become so ''intolerable” that he had no choice but to retire. 5 . See Henn v. Nat'l Geog. Society, 819 F.2d 824, 829-30 (7th Cir.1987) (<HOLDING>). 6 . Aryain v. Wal-Mart Stores Tex. LP, 534 Options: A. holding that harassment threats and one beating did not constitute persecution B. holding that threats to fire employees based on legitimate concerns about productivity do not constitute harassment because any threats made to these plaintiffs were no greater than justified by their lack of sales C. holding that threats standing alone generally do not constitute past persecution D. holding that the defendants purchase of a firearm and ammunition on the same day that he made a threat demonstrates that his threats are more than mere puffery and evidences an intent to carry out the threats E. holding that threats to inflict financial or personal harm are not true threats where no ones personal safety is threatened

assistant: The best answer is B. holding that threats to fire employees based on legitimate concerns about productivity do not constitute harassment because any threats made to these plaintiffs were no greater than justified by their lack of sales
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: quantity of marijuana was present to permit testing defeats appellant’s suggestion that the amount involved was immeasurable.”)); One (1) 1983, Fifty-Seven Foot (57’) Gulfstream Vessel, 640 F.Supp. at 673 (same). In dismissing Brevard’s forfeiture complaint, the trial court determined: [T]he misdemeanor possession of drug paraphernalia is insufficient to establish that the Corvette was used in either committing or aiding and abetting the commission of a felony. The substance in the paraphernalia field tested positive for either methamphetamine or cocaine. Possession of either cocaine or methamphetamine is a third degree felony. However, Petitioner has failed to establish that a possessory offense has occurred. This was error. See Jones v. State, 589 So.2d 1001, 1002 (Fla. 3d DCA 1991) (<HOLDING>); see also Peterson v. State, 841 So.2d 661 Options: A. holding that quantity of the controlled substance does not have to be measurable to support a conviction for possession of such controlled substance particularly when the immeasurable amount of the substance is found on an implement used to consume the substance B. holding that possession of listed chemical with intent to manufacture controlled substance is controlled substance offense C. holding that possession of a controlled substance is a crime only if the defendant knowingly possesses the substance and has knowledge of the nature of that substance D. holding that knowledge that a substance is a controlled substance is an element of 952 E. holding that mens rea required for possession of a controlled substance is knowledge that defendant possessed a controlled substance

assistant: The best answer is A. holding that quantity of the controlled substance does not have to be measurable to support a conviction for possession of such controlled substance particularly when the immeasurable amount of the substance is found on an implement used to consume the substance
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: omitted). The rationale for the exception is that there are certain matters for which Congress so strongly intended [for there to be] an exclusive federal cause of action that what a plaintiff calls a state-law claim is to be recharacterized as a federal claim. Id. at 45. The United States Supreme Court has described complete preemption as a “narrow exception” to the general rule that an anticipated federal defense cannot support removal to federal court. Beneficial Nat. Bank v. Anderson, 539 U.S. 1, 5, 123 S.Ct. 2058, 156 L.Ed.2d 1 (2003). The Court finds that the instant action does not satisfy the second criteria for complete preemption because the FDCA expressly states that it does not provide a private federal cause of action. 21 U.S.C. § 337(a); see, e.g., Fayard, 533 F.3d at 48 (<HOLDING>); Asahi Kasei Pharma Corp. v. Actelion Ltd., Options: A. holding that there was not complete preemption because the applicable federal statute did not provide a private right of action to redress the same kind of injury alleged in the plaintiffs statelaw claims B. recognizing private right of action C. holding that there was no federal question removal jurisdiction under the complete preemption exception to the wellpleaded complaint rule D. holding that a district court retained supplemental jurisdiction over the plaintiffs statelaw claims after dismissing the plaintiffs federal claims and did not abuse its discretion by declining to remand the case to state court E. holding that removal is proper based on complete preemption only when congress intended the federal cause of action to be exclusive

assistant: The best answer is A. holding that there was not complete preemption because the applicable federal statute did not provide a private right of action to redress the same kind of injury alleged in the plaintiffs statelaw claims
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 consents, approvals, or other authorizations or notices, other than those which have been obtained and are in full force and effect, are required by any state or federal regulatory authority or other person or entity in connection with the execution and delivery of the Agreement and the performance of any obligations of either hereunder.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower agrees to pay on demand all reasonable out-of-pocket expenses of the Administrative Agent (including the reasonable fees and out-of-pocket expenses of counsel to the Administrative Agent) in connection with the negotiation, preparation, execution and delivery of this Amendment.

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: NantHealth shall keep accurate records (together with supporting documentation) of Services sold pursuant to this Agreement, appropriate to determine the amount of fees and other monies due to NantOmics hereunder. Such records shall be retained for at least two (2) years following the end of the Term. Upon at least thirty (30) days prior written notice to NantHealth, NantOmics will be entitled to retain, at its own expense, an independent certified public accounting firm reasonably acceptable to Nant Health (the “ Auditor ”), solely for the purpose of auditing those records (which shall not include access or examination of any systems) that are reasonably necessary to determine NantHealth’s compliance with its payment obligations under this Agreement. Prior to any audit, the Auditor will be required to sign a confidentiality and/or non-disclosure agreement reasonably acceptable to NantHealth, and the results of the audit and all information reviewed during such audit will be deemed the NantHealth’s Confidential Information. Such audit shall be conducted in accordance with generally accepted auditing standards, during NantHealth’s customary business hours, and according to its customary office policies and procedures. NantOmics shall be entitled to one audit per calendar year during the Term and during the two (2) years thereafter. Upon the conclusion of an audit, the period covered during such an audit may not be reexamined in any subsequent audit. If an audit discloses that NantHealth has underpaid NantOmics an amount that is more than five percent (5%) of the amount actually due under this Agreement during any 6 month period, then NantHealth shall pay all reasonable expenses of the Auditor directly incurred by NantOmics Party for such audit in addition to the underpaid amount disclosed through such audit and due under this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: v. Power Auth. of the State of New York, 81 N.Y.2d 649, 652, 602 N.Y.S.2d 588, 621 N.E.2d 1195, 1196 (N.Y.1993) (same). These cases teach that fair market value is not to be determined in a rarefied realm of abstract calculation, but from the perspective of a hypothetical buyer in the real world — even if her perception of value is based partially on misinformation or (arguably) exaggerated fears about uncertain future events. Other courts, in the same or similar circumstances, have held that the anticipation of increased interference or potential hazards on the land remaining after a taking, which one court has labeled “stigma damages,” can be considered in assessing severance damages. See, e.g., Vector Pipeline, L.P., v. 68.55 Acres of Land, 157 F.Supp.2d 949, 957 (N.D.Ill.2001) (<HOLDING>); United States v. 14.38 Acres of Land, 80 F.3d Options: A. holding that actual damages under respa included emotional damages B. holding that increased fear of flooding was a matter that factfinder could properly consider in assessing severance damages C. holding that local buyers fear of possible knapweed infestation legitimately affected calculation of severance damages D. recognizing concept of stigma damages as they apply to property which is in fact contaminated E. holding that stigma damages were properly included in calculation of severance damages where proximity of gas pipeline could trigger fears about possible mishaps

assistant: The best answer is E. holding that stigma damages were properly included in calculation of severance damages where proximity of gas pipeline could trigger fears about possible mishaps
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: please remember that the way social networking services use , store , and disclose your information is governed solely by the policies of those third parties that operate those social networking services , and we have no liability or responsibility for the privacy practices or other actions of any third-party website or service that may be enabled within the services .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: During the Employment Period, the Executive shall be entitled to paid vacation in accordance with the most favorable plans, policies, programs and practices of the Company and its affiliated companies as in effect for the Executive at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect at any time thereafter generally with respect to other peer executives of the Company and its affiliated companies.

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: Upon the occurrence of any Event of Default, the holder of this Note, at the holder's option, may declare all sums of principal and interest outstanding hereunder to be immediately due and payable without presentment, demand, notice of nonperformance, notice of protest, protest or notice of dishonor, all of which are expressly waived by Borrower, and the obligation, if any, of the holder to extend any further credit hereunder shall immediately cease and terminate. Borrower shall pay to the holder immediately upon demand the full amount of all payments, advances, charges, costs and expenses, including reasonable attorneys' fees (to include outside counsel fees and all), expended or incurred by the holder in connection with the enforcement of the holder's rights and/or the collection of any amounts which become due to the holder under this Note, and the prosecution or defense of any action in any way related to this Note, including without limitation, any action for declaratory relief, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by Lender or any other person) relating to Borrower or any other person or entity.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: (9th Cir.1986) (“The ultimate issue of whether exigent circumstances justify a warrantless entry and/or search is resolved under the de novo standard.”). “Where, as here, there are no explicit factual findings, the record below is assessed in the light most favorable to the trial court ruling.” Tibolt, 72 F.3d at 969. First, we reject Merced-Mor-ales’ argument that the search of his residence and automobile was unlawful in light of the agents’ failure to knock and announce. The Supreme Court has held: [F]or Fourth Amendment purposes, an arre is not without its exceptions. Specifically, entry without notice to execute an arrest warrant is permissible when notice would jeopardize the safety of the officers. See Ker v. California, 374 U.S. 23, 39-40, 83 S.Ct. 1623, 10 L.Ed.2d 726 (1963) (<HOLDING>); cf. Fletcher v. Town of Clinton, 196 F.3d 41, Options: A. holding that commonlaw knock and announce principle forms a part of the reasonableness inquiry under the fourth amendment B. holding that commonlaw knock and announce rule is part of the fourth amendment reasonableness inquiry C. holding fourth amendment not violated by failure to announce where compliance would have increased officers peril D. holding that noncompliance with nrs 179055 was justified where compliance with statute would have placed officers in great physical peril E. holding that arrest in backyard violated fourth amendment

assistant: The best answer is C. holding fourth amendment not violated by failure to announce where compliance would have increased officers peril
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: these factors are similar to those in the present case, as the trustees argued below that tax revenue and tax base would be lost as a result of the annexation. The trustees also argued that they would lose the ability to control development in the annexed area. We do not find that loss of tax base, loss of zoning ability, or lost tax revenues constitute adverse effect on legal rights or interests for purposes of satisfying R.C. 709.07(D). These matters would occur in any annexation situation, and like the trial court, we refuse to adopt the position that any loss of tax base or tax revenue is per se an adverse legal effect. We also agree with the trial court that the evidence presented as to loss of tax base was speculative. See McGee, supra, 39 Ohio St.3d 284, 286, 530 N.E.2d 902, 904 (<HOLDING>). While the charts submitted by the township Options: A. holding that burden of clear and convincing proof cannot be satisfied by mere conjecture or speculation B. holding that mere conjecture or speculation is insufficient under a preponderance standard C. holding that speculation and conjecture cannot support an adverse credibility finding D. holding that a finding of fraud may be reversed only for clear error but that the finding must be judged in view of the clear and convincing burden of proof E. holding that despite the lack of a statutory requirement that severe child abuse be shown by clear and convincing evidence due to the consequences of such a finding the clear and convincing standard must be applied

assistant: The best answer is A. holding that burden of clear and convincing proof cannot be satisfied by mere conjecture or speculation
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 notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by a nationally recognized overnight courier service or by registered or certified mail, postage prepaid, return receipt requested, to the Executive at the last address the Executive has filed in writing with the Company or, in the case of the Company, at its main offices, attention of the Chairman of the Board.

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, interpreted under, and construed and enforced in accordance with, the Law of the State of Florida, not taking into account any rules of conflicts of laws that would cause the application of the laws of any other jurisdiction.

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: As of the date hereof, the authorized capital stock of the Company consists of 100,000,000 shares of Common Stock, of which 19,366,000 shares are issued and outstanding and 20,000,000 shares of preferred stock, of which no shares are issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and non-assessable.

assistant: Capitalization
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: court made individualized determinations for each defendant, this argument overlooks the fact that the court neglected to identify the particular evidence presented at trial and at the sentencing hearing that led it to find Orlando accountable for $449,000. See United States v. Corvado, 227 F.3d 528, 540-41 (6th Cir.2000) (remanding the case for re-sentencing because the district court “either summarily adopted the findings of the [PSR] or simply declared that the enhancement in question was supported by a preponderance of the evidence,” thereby failing to comply with the requirement of Rule 32(c)(1) of the Federal Rules of Criminal Procedure that it make specific factual findings for each sentencing matter controverted); United States v. Monus, 128 F.3d 376, 396-97 (6th Cir.1997) (<HOLDING>); cf. United States v. Wilson, 168 F.3d 916, Options: A. holding that the district court failed to comply with rule 32c1 because its oral finding regarding the value of loss resulting from monuss offense was stated in general terms and did not explain how it calculated the amount of loss or respond to the defendants specific factual objections to the methods of calculation included in the psr B. holding that a calculation of the amount of loss is a factual finding C. holding that the district court determines the amount of loss under the preponderance of the evidence standard D. holding that where the real value of an anchoring system design is in the idea not in the physical plans that memorialize it any loss in value of the design represents a loss in the value of the idea which is not a loss of use of tangible property E. holding that where defendant objected in the district court only to the loss calculation and not specifically to the calculation of restitution the issue of restitution was not properly presented to the district court

assistant: The best answer is A. holding that the district court failed to comply with rule 32c1 because its oral finding regarding the value of loss resulting from monuss offense was stated in general terms and did not explain how it calculated the amount of loss or respond to the defendants specific factual objections to the methods of calculation included in the psr
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 Transactions and the execution and delivery of this Agreement by the Borrower (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been, or will be by the time required, obtained or made and are, or will be by the time required, in full force and effect, (b) will not violate the Organizational Documents of the Borrower, (c) will not violate any Requirement of Law applicable to the Borrower, (d) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or any Subsidiary or their respective assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any Subsidiary or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder, and (e) will not result in the creation or imposition of any Lien on any asset of the Borrower or any Subsidiary, except Liens permitted by Section 6.02 , except, in the case of clauses (c) and (d) , for any such violations, defaults or rights that , individually or in the aggregate, could would not reasonably be expected to result in have 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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: we are not obligated to monitor access or use of the fitbit service , fitbit content , or your content or to review or edit any fitbit content or your content , but we have the right to do so for the purpose of operating the fitbit service , to ensure compliance with these terms , and to comply with applicable law or other legal requirements .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Sections 1, 2.3, 2.4, 2.5, 3, 5, 6, 7, 8, 9, 10, 11, 12, 13, and 14, will survive any termination of this Agreement.

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: Capitalized terms not defined in this Agreement shall have the meanings ascribed to such terms in the 2015 Purchase Agreement and in the Certificate of Designation for the Series C Stock filed with the Delaware Secretary of State which authorized the Series C Stock (the “ Series C Certificate of Designation ”), as applicable.

assistant: Definitions