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: to have been concerned that since Nix had “never before held office” and at the time of the complaint had taken few steps to establish his candidacy, LaRoque, 755 F.Supp.2d at 175, the risk he would change his mind was unacceptably high, thus raising the possibility that the court would end up “render[ing] an advisory opinion in ‘a case in which no injury would have occurred at all,’ ” Animal Legal Def. Fund, Inc. v. Espy, 23 F.3d 496, 500 (D.C.Cir.1994) (quoting Lujan, 504 U.S. at 564 n. 2, 112 S.Ct. 2130). But when plaintiffs filed their complaint, the election in which Nix planned to run was only nineteen months away, a far cry from the more than four-year gap that sank Senator Mitch McConnell’s standing in McConnell v. FEC, 540 U.S. 93, 225-26,124 S.Ct. 619,157 L.Ed.2d 491 (2003) (<HOLDING>), overruled on other grounds by Citizens United Options: A. holding that senator mcconnell lacked standing to challenge a provision of the bipartisan campaign reform act of 2002 bcra that at earliest would have affected him in his 2008 reelection campaign B. holding citizens lacked standing to challenge statute when all citizens affected in the same way C. holding that incumbent congressmen subject to twoyear election cycles had standing to challenge the fecs implementation of certain provisions of bcra D. holding that plaintiffs lacked standing to sue E. holding that letters from the union during an election campaign containing arguably misleading statements did not affect the employees right to a free and fair choice

assistant: The best answer is A. holding that senator mcconnell lacked standing to challenge a provision of the bipartisan campaign reform act of 2002 bcra that at earliest would have affected him in his 2008 reelection campaign
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: through reasonable efforts.” Fed.R.Evid. 807(B). In this case, Schering introduced its five surveys, which polled a total of approximately 1166 physicians, to establish statistical facts about what Zyrtec representatives were saying to a much larger group of almost 250,000 physicians nationwide. These facts were relevant to establish the type of irreparable injury necessary for a preliminary injunction. See, e.g., Indianapolis Colts, 34 F.3d at 416; Reuters Ltd. v. United Press Int’l, Inc., 903 F.2d 904, 907-09 (2d Cir.1990). The reliability of this statistical inference was therefore critical to Schering’s case. As the district court noted, it would, moreover, be unreasonable to hale all 1166 physicians into court to establish this kind of inference. Schering, 1999 WL 144921, at *5 (<HOLDING>). Rule 807(B)’s so-called “necessity” criterion Options: A. holding that when a constitutional right is vested in a party and there is a doubt as to whether that right has been waived the doubt should be resolved in the defendants favor B. holding that this number is without doubt too large a number to bring into court C. recognizing this rule D. holding potential prejudice caused by equating reasonable doubt with a substantial doubt mitigated by providing an alternate definition of reasonable doubt as a doubt that would cause a reasonable person to hesitate to act E. holding appeal from an order dismissing action without prejudice was properly before this court

assistant: The best answer is B. holding that this number is without doubt too large a number to bring into court
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: Interest on Loans shall be computed on the basis of a year of 360 days and paid for the actual number of days elapsed. Interest on unpaid fees, if any, hereunder shall be computed on the basis of a year of 360 days and paid for the actual number of days elapsed.

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

user: Notwithstanding such delivery or destruction of the Evaluation Material, you agree that you and your Representatives will continue to be bound by your obligations under this Agreement. Notwithstanding the foregoing, (i) you and your Representatives will not be required to delete, erase or destroy any Evaluation Material contained in an archived computer backup system stored as a result of automated back-up procedures (it being agreed that you and your Representatives will not access such archived computer files containing any such Evaluation Material after such delivery or destruction is otherwise required) and (ii) you and/or your Representatives may retain one copy of the Evaluation Material (and may only access any such Evaluation Material) to the extent and for so long as such retention and access by you or such Representative, as applicable, is required by law or regulation; provided, however, that in the case of each of clauses (i) and (ii) of this sentence, notwithstanding any other provision of this Agreement, you and your applicable Representatives will continue to be bound by the terms of this Agreement as if it were in full force and effect with respect to any such Evaluation Material for so long as you or your applicable Representatives retain any such Evaluation Material. 16. Except as otherwise provided herein, the obligations of the parties under this Agreement will terminate eighteen (18) months from the date hereof, provided that such termination will not relieve any party from its responsibilities in respect of any breach of this Agreement prior to such termination.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All notices under this Agreement may be given by email PDF, personal delivery, by nationally recognized overnight courier, by certified mail, return receipt requested, enclosed in a duly post-paid envelope and addressed to the post office address provided by the party to receive notice. Any notice to Company sent pursuant to this Section 7(a) shall be addressed to the Company’s General Counsel.

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: plaintiffs fail to state a claim against Scheer with respect to their allegation that Scheer had no probable cause to initiate child custody proceedings because Scheer did not violate a clearly established substantive due process right held by plaintiffs. However, plaintiffs also allege that Scheer misrepresented Dr. Henretig’s medical report, induced CHOP to falsify records and attempted to suborn perjury. These allegations when applied to taking children from their parents would by anyone’s definition be patently unlawful and a clearly established substantive due process violation. Consequently, plaintiffs have alleged conduct that is not deserving of qualified immunity and defendants’ motion to dismiss is denied with respect to these claims. See Fanning, 702 F.Supp. at 1190 (<HOLDING>). Malicious Prosecution Plaintiffs assert the Options: A. holding a police chase of a fleeing suspect that resulted in a fatal accident may support a substantive due process claim based on the theory that the officers conduct constituted arbitrary government action shocking the judicial conscience B. holding that plaintiff must allege conduct so arbitrary and unreasonable that it shocks the conscience in order to state substantive due process claim in context of social workers alleged interference with parents custody rights C. holding forcible extraction of the contents of defendants stomach shocks the conscience and violates due process D. recognizing 1983 substantive due process claim E. holding forced stomach pumping shocks the conscience and violates substantive due process

assistant: The best answer is B. holding that plaintiff must allege conduct so arbitrary and unreasonable that it shocks the conscience in order to state substantive due process claim in context of social workers alleged interference with parents custody rights
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: “TAP shall purchase TAK390MR preparations from [Takeda Japan] until the last TAK390MR patent is expired.” Offer Letter at DEX1169490 (emphasis added). The Offer Letter also contains other terms indicative of an offer for sale: an initial payment of 3 billion Yen upon signing the license agreement, a royalty payment of 6% of net sales, and a transfer price per 60 mg capsule. Id. In addition, the letter indicates that the transfer price would be the same for TAK-390MR as for Prevacid®, which Takeda Japan was already selling to TAP. Id. Viewing this competing evidence in the light most favorable to Takeda, the Court finds a genuine dispute as to whether the Offer Letter amounts to an offer for sale under § 102(b) or an offer to license rights under a patent. See Grp. One, 254 F.3d at 1049 (<HOLDING>). Because there is a genuine dispute of Options: A. holding that the documentary evidence was unclear as to whether group one was offering only to license the patent to hallmark and was not offering to license or sell the invention as such and that as a result the district judge erred in deciding this disputed question of fact on summary judgment B. holding that possession of a drivers license is irrelevant to the offense of failing to present a license which is completed by failing to present the license when requested to do so by an officer C. holding in a patent infringement case that plaintiff lacked standing where it held a conditional right to license a patent and enforce license agreements but did not have the right to transfer the patent D. holding that the verification of mishlers medical license was part of the protected property interest in the license and reversing the district courts dismissal of his complaint E. holding that whether the gerrymandering at issue was the product of impermissible racial motivation was a disputed fact and that it was error in this case for the district court to resolve the disputed fact of motivation at the summary judgment stage

assistant: The best answer is A. holding that the documentary evidence was unclear as to whether group one was offering only to license the patent to hallmark and was not offering to license or sell the invention as such and that as a result the district judge erred in deciding this disputed question of fact on summary judgment
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Neither any failure nor any delay on the part of the Holder in exercising any right, power or privilege under this Note shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any other right, power or privilege.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Executive shall be entitled to earn and use vacation pursuant to the Company’s vacation policy as in effect from time to time for executives of the Company; provided that Executive shall be entitled to four (4) weeks of vacation per annum.

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 case excerpt and choose the best holding from the options. Case excerpt: or was. At trial, Fromhold explained, Extrapolation refers to being able to relate a particular concentration from one point in time to a time before or after. Retrograde extrapolation implies we’re going back in time before we have a specific value. Scientific principles that are involved that deal with the alcohol absorption, distribution, and elimination. The very factors that come into play to be able to make that type of estimate. See id. at 908-09 (defining retrograde extrapolation as “the computation back in time of the blood-alcohol level — that is, the estimation of the level at the time of driving based on a test result from some later time”). Danielson and Fromhold identified the Widmark formula as the technique used when conducting retrograde extrapolation. See id. at 909 (<HOLDING>). The experts also testified regarding the Options: A. holding that ridas elimination of habeas corpus does not violate the suspension clause where the petitioner had a means for seeking relief direct review and simply failed to pursue the relief that the statutory scheme allows B. holding that a son could be bound by a contract that he signed even though his fathers name and not his appeared in the body C. recognizing burdixdana represents the majority view but rejecting its interpretation of 18 usc 3282 D. recognizing the collateral order doctrine for the first time E. recognizing emp widmark first calculated absorption and elimination rates in the body and his work still represents the benchmark for other scientists studies today

assistant: The best answer is E. recognizing emp widmark first calculated absorption and elimination rates in the body and his work still represents the benchmark for other scientists studies today
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: Parent shall pay, and shall cause each of its Subsidiaries to pay, all material taxes, assessments and governmental levies imposed or assessed on any of them or any of their assets before the same shall become more than 90 days delinquent, other than taxes, assessments and levies (i) being contested in good faith by appropriate proceedings or (ii) the failure to effect such payment of which are not reasonably be expected to have, individually or collectively, a Material Adverse Effect on Parent.

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: If any term, provision, covenant or condition of this Agreement shall be or become illegal, null, void or against public policy, or shall be held by an arbitrator to be illegal, null or void or against public policy, the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected, impaired or invalidated thereby. The term, provision, covenant or condition that is so invalidated, voided or held to be unenforceable shall be modified or changed by the parties to the extent possible to carry out the intentions and directives set forth in this Agreement.

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: Cir.1998) (finding deficient performance where appellate counsel “fail[ed] to raise a well-established, straightforward, and obvious ... claim”); Claudio v. Scully, 982 F.2d 798, 805 (2d Cir.1992) (noting that a court may find deficient performance where “[n]o reasonably competent attorney [w]ould have missed the ... claim” and appellate counsel’s “decision not to raise the claim cannot be viewed reasonably as a strategic decision.”) Under the second prong, which requires a petitioner “[t]o establish prejudice in the appellate context, a petitioner must demonstrate that there was a reasonable probability that his claim would have been successful before the state’s highest court.” Mayo, 13 F.3d at 534 (internal quotation marks and alterations omitted); see also Clark, 214 F.3d at 321 (<HOLDING>); Abdurrahman v. Henderson, 897 F.2d 71, 74 (2d Options: A. holding that for an ineffective assistance of counsel claim to be established a defendant must show that but for counsels error the outcome of his proceedings would have been different B. holding that the outcome of the case could have been different if the trial court had imposed the appropriate burden C. holding that to establish stricklandpierce prejudice in the appellate representation context the petitioner must show that there is a reasonable probability that the outcome of the direct appeal proceeding would have been different but for counsels deficient performance D. holding that to show prejudice in a claim of ineffective assistance of appellate counsel the petitioner must show a reasonable probability that but for counsels errors the result of the proceeding would have been different E. holding that a petitioner must show that the outcome of his appeal would have been different had counsel raised the issue

assistant: The best answer is E. holding that a petitioner must show that the outcome of his appeal would have been different had counsel raised the issue
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 costs and expenses incurred in performing and complying with Borrower’s covenants set forth in the Loan Documents will be borne solely by Borrower. Borrower shall promptly, upon written demand: (a) pay all reasonable legal fees incurred by Lender in connection with the preparation, negotiation, execution and administration of this Agreement and any and all other Loan Documents contemplated hereby (including any amendments hereto or thereto or consents, releases or waivers hereunder or thereunder); (b) pay all reasonable, out-of-pocket expenses of Lender in connection with the disbursement of the Loan and administration of this Agreement and the other Loan Documents; (c) reimburse Lender, promptly upon written demand, for all amounts reasonably expended, advanced or incurred by Lender to satisfy or enforce any obligation of Borrower under this Agreement or any other Loan Documents that arise in connection with a breach or Default by Borrower, which amounts will include all court costs, reasonable attorneys’ fees (including, without limitation, for trial, appeal or other proceedings), fees of auditors and accountants and investigation expenses reasonably incurred by Lender in connection with any such matter; and (d) pay any and all other reasonable costs and expenses required to satisfy any provision of this Agreement, including, without limitation, documentary taxes and recording, brokerage, escrow, closing costs, fees of attorneys, surveyors, appraisers, accountants and inspectors, and title insurance premiums.

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: The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements, understandings, discussions and representations, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules. At or after each Closing, and without further consideration, the Company and the Purchasers will execute and deliver to the other such further documents as may be reasonably requested in order to give practical effect to the intention of the parties under the Transaction Documents.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Neither Purchaser, Seller Parent nor Seller may assign any of their respective rights hereunder, except with the prior written consent of the other (which shall not be unreasonably withheld or delayed). This Agreement is binding upon the parties and their respective successors or assigns and inures to the benefit of the parties and their permitted successors and assigns.

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: Unless otherwise provided herein or in the Credit Agreement, any notice or other communication herein required or permitted to be given shall be given in the manner and become effective as set forth in Section 10.02 of the Credit Agreement, as to any Grantor, addressed to it at the address of the Borrower set forth in the Credit Agreement and as to the Agent, addressed to it at the address set forth in the Credit Agreement or as designated in accordance with such Section 10.02.

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: "claim,” that term has been defined in the Federal Acquisition Regulation as "a written demand or written assertion by one of the contracting parties seeking, as a matter of right, the payment of money in a sum certain, the adjustment or interpretation of contract terms, or other relief arising under or relating to the contract.” 48 C.F.R. § 2.101. Therefore, for claims exceeding $100,000, the contractor must certify that: the claim is made in good faith; the supporting data is accurate and complete; and the amount requested accurately reflects the amount for which the contractor believes the Government is liable. See 41 U.S.C. § 605(c)(1). Government argues in this case that no certification is required. See Placeway Constr. Corp. v. United States, 920 F.2d 903, 906-07 (Fed.Cir.1990) (<HOLDING>). 8 . For example, Remcon asserts that "the Options: A. holding that an incidental beneficiary does not have standing to sue for breach of a contract B. holding the government liable to plaintiffs for breach of contract C. holding that government claim seeking incidental and consequential damages for plaintiffs alleged breach of contract did not require certification D. holding that consequential damages are not to be considered E. holding that plaintiffs consequential damages were too speculative because no evidence connected damages to defendants breach of contract

assistant: The best answer is C. holding that government claim seeking incidental and consequential damages for plaintiffs alleged breach of contract did not require certification
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: Create, incur, assume or suffer to exist any Lien upon (a) the Equipment, whether now owned or hereafter acquired, other than Equipment Permitted Liens, or (b) the Equipment Supply Agreement.

assistant: Liens
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: than a jury are of such gravity and controversy that disqualification of a lawyer who will serve as a witness maybe justified. See id. at 138 (2). This Court has recognized that a lawyer is more likely to act ethically in serving as both a witness and an advocate if his or her testimony relates to merely formal matters, but this factor clearly did not weigh in Martin’s favor, because the lawyers’ anticipated testimony concerned a critical and disputed matter. See Payne, 295 Ga. at 611. Alawyer is more likely to be allowed to testify and remain as an advocate where the need for his or her testimony is unexpected or occurs when a change in counsel would be disruptive to the proceedings. See id. at 611, n. 2; Pulte Home Corp. v. Simerly, 322 Ga. App. 699, 702-703 (746 SE2d 173) (2013) (<HOLDING>). Cf. Clough, 274 Ga. App. at 137-138 (2) Options: A. holding that the trial court did not abuse its discretion by refusing to disqualify an attorney based on a matter not raised by the opposing party until only weeks prior to trial B. holding trial court abused its discretion by refusing to conduct hearing and render decision on motion C. holding that the trial court did not abuse its discretion in refusing to allow the withdrawal of the juiy trial waiver D. holding that the trial court did not abuse its discretion by implicitly rejecting a waiver argument where the motion to disqualify was filed after a threemonth delay E. holding trial court did not abuse its discretion by ruling based only on affidavits

assistant: The best answer is A. holding that the trial court did not abuse its discretion by refusing to disqualify an attorney based on a matter not raised by the opposing party until only weeks prior to trial
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: Borrower shall execute and deliver to Lender such documents, instruments, certificates, assignments and other writings, and do such other acts necessary, to (a) evidence, preserve and/or protect the Property at any time securing or intended to secure the Indebtedness, and/or (b) enable Lender to perfect, exercise and enforce Lender’s rights and remedies under any Loan Document, as Lender shall require from time to time in its discretion.

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: by the Supreme Court and made retroactively applicable to cases on collateral review; or (4) the date on which the facts supporting the claim or claims presented could have been discovered through the exercise of due diligence. 28 U.S.C. § 2255. In movant’s case, § 2255(1) and (3) provide the possible starting date for the one-year limitations period. The Third Circuit’s mandate affirming movant’s conviction and sentence was issued on January 19, 1996, and he did not petition for certiorari. As a result, movant’s conviction became final on April 24,1996, and he had until April 24, 1997 to file a timely § 2255 motion. See Kapral v. United States, 166 F.3d 565, 577 (3d Cir. 1999); United States v. Duffus, 174 F.3d 333, 335 (3d Cir.1999); Wilson v. Beard, 426 F.3d 653, 662-63 (3d Cir.2005)(<HOLDING>). Movant, however, did not file the instant § Options: A. holding that dismissal pursuant to federal rule of civil procedure 56 did not violate the seventh amendment B. holding that in california the oneyear statute applies to a 1983 action C. holding that the aedpa oneyear statute of limitations applies to amendments to 2255 motions D. holding that federal rule of civil procedure rule 6a applies to the calculation of the aed pas oneyear limitations period E. holding that former federal rule of civil procedure 6a and e applies to federal habeas petitions

assistant: The best answer is D. holding that federal rule of civil procedure rule 6a applies to the calculation of the aed pas oneyear limitations period
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: For the purposes of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or sent by certified mail, return receipt requested, postage prepaid, to the Bank or Company at its home office, to the attention of the Board of Directors with a copy to the Secretary, or, if to the Employee, to such home or other address as the Employee has most recently provided in writing to the Bank.

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: During the Term, Celgene and its Affiliates will not (and Celgene will ensure that its Affiliates do not) directly (a) clinically develop any Competing Product in the Celgene Territory for use in the Field intended to obtain Regulatory Approval for such Competing Product in the Celgene Territory for use in the Field (i.e., conduct of a pivotal Registrational Clinical Trial intended to generate data for submission by Celgene (or its Affiliate) for Regulatory Approval of such Competing Product in the Celgene Territory for use in the Field, or (b) sell any Competing Product in the Celgene Territory labeled for use in the Field.

assistant: General
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 not be released, discharged, abandoned, changed or modified in any manner, except by an instrument in writing signed by Employee and an officer of the Company. The failure of any Party to enforce at any time any of the provisions of this Agreement shall in no way be construed as a waiver of any such provision, nor in any way to affect the validity of this Agreement or any part thereof or the right of any Party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower will maintain, and cause each Subsidiary to maintain, its corporate existence in good standing under the laws of its jurisdiction of organization and its qualification to transact business in each jurisdiction where failure so to qualify would permanently preclude the Borrower or such Subsidiary from enforcing its rights with respect to any material asset or would expose the Borrower or such Subsidiary to any material liability; provided , however , that nothing herein shall prohibit the merger or liquidation of any Subsidiary allowed under Section 6.1.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Agreement provides that is governed by New York law. Settlement Agreement at § 9.6. 3 . The Levy Claimants argue that it is unclear whether CPLR 2104 applies to settlement agreements entered into by litigants in federal court in New York. See Levy Claimants’ Brief at 13 (citing Kaczmarczyk v. Acme Contracting LLC, No. 06-CV-1005, 2009 WL 3739442, at *4 (E.D.N.Y. Nov. 3, 2009)). The case they cite is distinguishable, however, as it did not involve an agreement that expressly provided that it “shall be governed, construed, and interpreted and the rights of the parties ... determined in accordance with New York law,” as does the Settlement Agreement here. Settlement Agreement at § 9.6. See also Sears, Roebuck and Co. v. Sears Realty Co., Inc., 932 F.Supp. 392, 403 (N.D.N.Y.1996) (<HOLDING>) The Court will thus apply CPLR 2104 to the Options: A. recognizing that courts disagree whether federal common law or state law governs the interpretation of negotiated settlement agreement B. holding that the court must determine whether the employees consent to the settlement agreement was knowing and voluntary C. holding that the analysis to determine whether a claimant has established a reasonable basis to plead a claim for punitive damages is similar to the analysis applied to determine whether the allegations of a complaint are sufficient to state a cause of action D. holding that under oregon law an agreement must be supported by consideration to be legally enforceable E. holding that new york common law must be applied to determine whether the parties formed an oral settlement agreement and state statutory law must be applied to determine whether the agreement if any is enforceable

assistant: The best answer is E. holding that new york common law must be applied to determine whether the parties formed an oral settlement agreement and state statutory law must be applied to determine whether the agreement if any is enforceable
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: uber will use reasonable efforts to inform you of charges that may apply , provided that you will be responsible for charges incurred under your account regardless of your awareness of such charges or the amounts thereof .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: encompasses not just consistency but also plausibility and sufficient detail. See, e.g., In re M-D-, 1998 WL 127881, 21 I. & N. Dec. 1180, 1182 (BIA 1998). The B We decide instead to join the Second and Third Circuits in expressly approving the BIA’s corroboration rule. See Guam, Shan Liao v. U.S. Dep’t. of Justice, 293 F.3d 61, 71 (2d Cir.2002) (citing Diallo, 232 F.3d at 285); Kayembe v. Ashcroft, 334 F.3d 231, 238 (3d Cir.2003) (citing Abdulai, 239 F.3d at 554); see also Capric, 355 F.3d 1075, 1086 n. 4 (7th Cir. 2004) (noting the rule and the Ninth Circuit’s disapproval of it but neither accepting nor rejecting it). Indeed, this Court has repeatedly emphasized the importance of corroborating evidence. See, e.g., Micakovic v. Ashcroft, 85 Fed.Appx. 424, 426 (6th Cir.2003) (<HOLDING>). We therefore conclude that the BIA Options: A. holding that due process required a hearing so the putative father would have an opportunity to present evidence to show as a factual matter that he could not reasonably have complied with utahs statutory requirements or deadlines because he could not reasonably have expected his baby to be born in utah B. recognizing refund claim could be barred if there was any valid local limitations law in force when the claim was filed C. holding that a military police officer was entitled to qualified immunity from an excessive force suit when he objectively reasonably believed that he used reasonable force D. holding that the defendant was placed in official detention when two police officers approached him and told him that he was under arrest as the defendant could not reasonably have believed that he was free to leave E. holding that even if he was credible the applicant could be reasonably expected to corroborate his claim that government officials in kosovo attempted to force him into military service

assistant: The best answer is E. holding that even if he was credible the applicant could be reasonably expected to corroborate his claim that government officials in kosovo attempted to force him into military service
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: Your compensation will include an annual base salary of $750,000 per year, paid in semi-monthly installments of $31,250 each, and subject to standard payroll deductions and withholdings (the “ Base Salary ”). Your Base Salary will be subject to review and adjustment by the Compensation Committee on an annual basis. Your Base Salary will be pro rated for any partial period in which you serve as Interim CEO.

assistant: Base Salary
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 Party is acting on its own behalf and on behalf of its Subsidiaries and shall cause each of its Subsidiaries to comply with all of such Subsidiary's obligations hereunder, including, without limitation, to grant the rights and licenses granted hereunder by such Subsidiary.

assistant: General
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: final assessment was Sarna could “perform no more than mild to moderate physical tasks.” The ALJ determined “[Sarna’s] past relevant work as a seeretary/medical transcriptionist did not require the performance of work functions precluded by her medically determinable impairments.” Additionally, the ALJ determined Sarna’s statements regarding her impairments and ability to work on the date her insured status expired “are not entirely credible in light of discrepancies between the [claim ant’s] assertions and information contained in the documentary reports.” We find there is substantial evidence in the record to support the ALJ’s determinations regarding Sarna’s ability as of December 31, 1994, to perform past relevant work. See Haley v. Massanari, 258 F.3d 742, 748 (8th Cir.2001) (<HOLDING>); see also Pyland, 149 F.3d at 876-77 (evidence Options: A. holding that alj should have included complaints of pain in hypothetical question B. holding that an alj cannot discredit lay testimony solely because it is not supported by medical evidence in the record C. holding that an alj is entitled to make a credibility determination regarding the claimants subjective complaints after specifically addressing these complaints and reviewing the medical evidence in the record D. holding that inconsistencies adequately support the administrative law judges alj adverse credibility finding E. holding the alj may discredit complaints of claimant where inconsistencies appear in record

assistant: The best answer is E. holding the alj may discredit complaints of claimant where inconsistencies appear in record
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: proceeding to allow for issuance of a writ of error coram nobis to permit a collateral challenge to a judgment of conviction based on claims of ineffective assistance of counsel. Jarrett v. State, 2014 Ark. 272, 2014 WL 2566093 (per curiam). Again, a coram-nobis proceeding is an exceedingly narrow remedy that requires a showing of facts that were extrinsic to the record that would have prevented rendition of the judgment at trial. Pitts v. State, 2014 Ark. 132, 2014 WL 1096185 (per curiam). Petitioner’s claim that he was not afforded an adequate opportunity to present claims of ineffective assistance of counsel is not within the scope of such a proceeding. We decline to refashion the writ to afford petitioner a remedy. See Zulpo v. State, 2014 Ark. 14, 2014 WL 197837 (per curiam) (<HOLDING>). As the State urges and as we held in Williams Options: A. holding that the flsa is not within the purview of section 5 of the fourteenth amendment B. holding that while an original bankruptcy proceeding where the state is not named as a defendant is not a suit an adversary proceeding directly against the state would be C. holding that a workers compensation proceeding is a legal proceeding D. holding issues within scope of administrative hearing are within the reviewing courts purview E. holding that the scope of a coramnobis proceeding would not be expanded to include an argument outside the four categories recognized as being within the purview of a coramnobis proceeding

assistant: The best answer is E. holding that the scope of a coramnobis proceeding would not be expanded to include an argument outside the four categories recognized as being within the purview of a coramnobis proceeding
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: time of the divorce had accrued while the parties were married. Further, Ginger accepted as correct Randall’s valuation of the plans. Thus, we need not recalculate the value of the community extent in the plans as of the date of divorce. Further, Randall’s complaint is not about the 50-50 division of the plan values through the date of divorce, but about the trial court’s award of 50% of any future increases in value to Ginger. Post-divorce increases in the value of an individual’s defined-benefit retirement plans that are attributable to the person’s continued employment, such as raises, promotions, services rendered, and post-divorce contributions, are the individual’s separate property and are not subject to division. See Grher v. Grier, 731 S.W.2d 931, 932 (Tex.1987) (op. on reh’g) (<HOLDING>); Burchfield, 968 S.W.2d at 424 (listing types Options: A. holding that the plaintiffs claim that he was wrongfully denied a promotion prior to his retirement accrued on the date that he was finally denied that promotion the date of his retirement at the lower rank B. holding that postdivorce increases in an individuals retirement benefits are subject to community property division if they are not attributable to postdivorce employment or contributions C. holding that costofliving increases are not the result of any postdivorce labor but rather are a means of offsetting the otherwise declining value of retirement benefits after they become fixed D. holding that berry prohibits nonemployee spouse from sharing in any postdivorce increases in value of employees retirement benefits E. holding that retirement benefit increases due to postdivorce promotion were separate property

assistant: The best answer is E. holding that retirement benefit increases due to postdivorce promotion were separate 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: so-called “partial birth abortion” unconstitutional under undue burden standard). Despite the Supreme Court’s clear application of the undue burden standard in Casey and Stenberg, it has never explicitly addressed the standard’s tension with Salerno. In the instant case, while recognizing that this court has yet to address the issue, the district court followed the majority of circuits that apply the Casey and Stenberg standa .3d 1022, 1025-26 (9th Cir.1999) (noting inconsistency between Casey and Salerno, and following “great weight of circuit authority holding that Casey has overruled Salerno in the context of facial challenges to abortion statutes”), amended on denial of reh’g, 193 F.3d 1042 (9th Cir.1999); Women’s Med. Prof. Corp. v. Voinovich, 130 F.3d 187, 193-96 (6th Cir.1997) (<HOLDING>), cert. denied, 523 U.S. 1036, 118 S.Ct. 1347, Options: A. holding that schlitz was overruled to that extent B. holding that the bankruptcy reform act effectively overruled wrenn C. holding that almendareztorres was not overruled by apprendi D. holding that casey effectively overruled salerno E. holding that lynch has been effectively overruled by subsequent cases

assistant: The best answer is D. holding that casey effectively overruled salerno
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company confirms that neither it nor any other person acting on its behalf has provided Investor or its agents or counsel with any information that constitutes or could reasonably be expected to constitute material, non-public information concerning the Company or any of its subsidiaries, other than the existence of the transactions contemplated by this Agreement and the Transaction Documents. The Company understands and confirms that Investor will rely on the foregoing representations in effecting transactions in securities of the Company.

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

user: The term Evaluation Material does not include information which (iii) is or becomes available to Recipient or its Representatives (on behalf of Recipient) from a source other than the Provider or its Representatives, provided that the source of such information was not bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, Provider with respect to such information or

assistant: No