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 following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 340 U.S. 622 71 S.Ct. 521 95 L.Ed. 586 HAMMERSTEINv.SUPERIOR COURT OF CALIFORNIA, IN AND FOR LOS ANGELES COUNTY et al. No. 421. Argued March 9, 1951. Decided March 26, 1951. Mr. Milton A. Rudin, Los Angeles, for petitioner. Mr. E. Loyd Saunders, Los Angeles, for respondents. PER CURIAM. 1 In this case the respondent Reggie Hammerstein, by her mother and guardian, commenced a paternity action against the petitioner in the Superior Court of California. Petitioner entered a special appearance in that court, alleging that it had no personal jurisdiction over him, as he was a New York resident. He moved to quash the service upon him in New York on the grounds that any judgment obtained against him in this proceeding would deprive him of due process. The motion to quash was denied. The superior court entered judgment for the respondent. 2 Prior to the entry of the judgment, petitioner filed a petition for a writ of prohibition in the District Court of Appeal. This petition was denied without opinion. The California Supreme Court denied his application for a hearing. After judgment, petitioner filed in the California Supreme Court a petition for a writ of certiorari to review the superior court proceedings. The California Supreme Court denied this petition without opinion. We granted certiorari, 1951, 340 U.S. 919, 71 S.Ct. 357. 3 Throughout these proceedings, petitioner preserved his federal questions, but since neither of the decisions below was accompanied by an opinion, it is not clear whether the California courts found it necessary to decide any federal question. If their judgments rest upon an adequate state ground, we, of course, will not review those judgments. If the denials of petitioner's applications for review were based upon a determination of the merits of his federal claim, the case will be ripe for our adjudication. In this circumstance, we think it advisable that we adhere to the procedure followed in Herb v. Pitcairn, 1945, 324 U.S. 117, 65 S.Ct. 459, 89 L.Ed. 789. 4 We will continue the cause for such period as will enable counsel for the petitioner, with all convenient speed, to apply to the appropriate California courts for certificate or other expression, to show whether the judgments herein rest on adequate and independent state grounds or whether decision of the federal question was necessary to the judgments rendered. Cf. Loftus v. People of State of Illinois, 1948, 334 U.S. 804, 68 S.Ct. 1212, 92 L.Ed. 1737; State of Indiana ex rel. Anderson v. Brand, 1938, 303 U.S. 95, 58 S.Ct. 443, 82 L.Ed. 685. 5 Cause continued.

assistant: 9
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 report, financial statement, certificate or other written information furnished by or on behalf of any Credit Party to any Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or any other Credit Document (as modified or supplemented by other information so furnished) when taken as a whole contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to projected financial information, pro forma financial information and information of a general economic or industry nature, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time of preparation; it being understood that such projections may vary from actual results and that such variances may be material and that no assurance can be given that the projected results will be realized.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: receive if the claim were bifurcated and crammed down (i.e., secured portion paid with interest and unsecured portion paid pro-rata).” In re Carver, 338 B.R. at 527-28. Despite the utility of the judicial remedy fashioned in Carver, this Court declines to adopt it until a higher court has interpreted the flush language of § 1325(a), and mandated such a rule. III. The Court’s Interpretation Given the overall structure of the Bankruptcy Code and legislative history which indicates that Congress did not intend to disfavor the class of secured creditors subject to the flush language of § 1325(a), this Court adopts the majority interpretation of the flush language described by the courts in Ezell, Wright, Horn, Robinson, and Johnson. See Hillman v. I.R.S., 263 F.3d 338, 342 (4th Cir.2001) (<HOLDING>). Such an interpretation appears strongly Options: A. holding that statutory language is conclusive in absence of clearly expressed legislative intention to the contrary B. holding that if statutory language is plain and unambiguous this court will not look beyond the same to divine legislative intent C. recognizing that courts can look beyond an unambiguous statute and consult legislative history to divine its meaning if the literal application of the statutory language produces an outcome that is demonstrably at odds with clearly expressed congressional intent to the contrary or if the literal application of the statutory language results in an outcome that can truly be characterized as absurd ie that is so gross as to shock the general moral or common sense D. recognizing that a court may turn to legislative history when literal statutory language is unclear E. recognizing a court must look beyond the plain language of a statute when the literal interpretation would lead to an absurd result

assistant: The best answer is C. recognizing that courts can look beyond an unambiguous statute and consult legislative history to divine its meaning if the literal application of the statutory language produces an outcome that is demonstrably at odds with clearly expressed congressional intent to the contrary or if the literal application of the statutory language results in an outcome that can truly be characterized as absurd ie that is so gross as to shock the general moral or common sense
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware applicable to contracts made and to be performed in Delaware, without giving effect to the principles of conflicts of laws. If a court of competent jurisdiction shall make a final determination that the provisions of the law of any state other than Delaware govern indemnification by the Company of Indemnitee, then the indemnification provided under this Agreement shall in all instances be enforceable to the fullest extent permitted under such law, notwithstanding any provision of this Agreement to the contrary.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 124 S.Ct. 2488. As the Davila Court succinctly stated: “Congresses] intent to make the ERISA civil enforcement mechanism exclusive would be undermined if state causes of action that supplement the ERISA § 502(a) remedies were permitted, even if the elements of the state cause of action did not precisely duplicate the elements of an ERISA claim.” Id. at 216, 124 S.Ct. 2488, see also Pilot Life Ins. Co., 481 U.S. at 54, 107 S.Ct. 1549 (stating that “policy choices reflected in the inclusion of certain remedies and the exclusion of others under the federal scheme would be completely undermined if ERISA-plan participants and beneficiaries were free to obtain remedies under state law that Congress rejected in ERISA”); Elliot v. Fortis Benefits Ins. Co., 337 F.3d 1138, 1147 (9th Cir.2003) (<HOLDING>). Accordingly, the Van Nattas’ state law Options: A. holding claims under the montana unfair trade practices statute were conflictpreempted because the montana law provided nonerisa damages for essentially claim processing causes of action B. holding that a complaint that seeks nonerisa damages for what are essentially claim processing causes of action clearly fall within the ambit of 1132 preemption exemplified by pilot life C. holding that state common law causes of action asserting improper processing of a claim for benefits under an employee benefit plan are removable to federal court D. holding that state law causes of action arising from improper processing of a claim for benefits are preempted E. holding the conflict preemption principle announced in pilot life and clarified in rush prudential remains in force

assistant: The best answer is B. holding that a complaint that seeks nonerisa damages for what are essentially claim processing causes of action clearly fall within the ambit of 1132 preemption exemplified by pilot life
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: flooding, which has, among other things, damaged their home. On June 15, 2012, Plaintiffs filed this lawsuit alleging violations of the Clean Water Act, 33 U.S.C. § 1365 (Count I), as well as nuisance, trespass, and negligence under Illinois law (Counts II-IV)- Count I is brought under the “citizen suit” provision of the Clean Water Act. At least 60 days before filing their Clean Water Act citizen suit, Plaintiffs were required to give notice of the alleged violation to (1) the EPA, (2) the state in which the alleged violation occurs, and (3) the alleged violator. 33 U.S.C. § 1365(b)(1) (“[n]o action may be commenced” without notice to the EPA, the state, and the alleged violator); see also, e.g., Hallstrom v. Tillamook County, 493 U.S. 20, 31, 110 S.Ct. 304, 107 L.Ed.2d 237 (1989) (<HOLDING>); Friends of the Earth, Inc. v. Gaston Copper Options: A. holding that compliance with analogous notice provision of the resource conservation and recovery act rcra was a mandatory condition precedent to suit B. holding that adequate notice is a mandatory precondition of a clean water act citizen suit C. holding this requirement to be a precondition to obtaining intercept authority D. holding that an identical notice requirement in resource conservation and recovery act was a mandatory precondition to suit E. holding that the 30day notice of appeal requirement is mandatory and jurisdictional

assistant: The best answer is D. holding that an identical notice requirement in resource conservation and recovery act was a mandatory precondition to suit
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 alleviate the confusion. 239 Ga. at 128-129. 8 See, e.g., City of Columbus v. Myszka, 246 Ga. 571, 572 (272 SE2d 302) (1980) (distinguishing a continuing, abatable nuisance from a permanent nuisance); Brand v. Montega Corp., 233 Ga. 32, 33 (209 SE2d 581) (1974) (“In a surface-water invasion case, the continuing invasions amount to a continuing trespass which is the equivalent of a continuing nuisance.”); City of Gainesville v. Waters, 258 Ga. App. 555, 558 (574 SE2d 638) (2002) (“Where a nuisance is not permanent in its character, but is one which can and should be abated by the person erecting or maintaining it, every continuance of the nuisance is a fresh nuisance for which a fresh action will lie.”); City Council of Augusta v. Boyd, 70 Ga. App. 686, 688 (29 SE2d 437) (1944) (<HOLDING>). 9 This Court in Hibbs v. City of Riverdale, a Options: A. recognizing that subject matter jurisdiction can be questioned at any time and with respect to any claim B. holding that it is not C. holding standing cannot be waived and may thus be raised at any time D. holding that the nuisance is not permanent because it can be abated at any time E. holding that the relevant time is the time of the employment decision

assistant: The best answer is D. holding that the nuisance is not permanent because it can be abated at any time
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: failed to notice an entire run of 904 books was scratched. Mr. Avila then has the burden of demonstrating that this proffered explanation is a pretext for retaliation. Fye, 516 F.3d at 1228. The district court ruled that, as with Mr. Avila’s claim of discrimination, he failed to demonstrate pretext for his retaliation clai that led to the termination, Mr. Avila presented evidence that if an entire run of books was scratched, it was Jostens’ usual practice to blame the line’s operator or all of the involved employees, not the boxer; that no other worker on that line, including Mr. Scott, who was doing the same job on the same machine that day, was disciplined for the scratched books; and that it was Mr. Keeffe’s routine practice to authorize the shipment of books with scratches. See id. (<HOLDING>). Finally, it is noteworthy that, immediately Options: A. holding that evidence of pretext may include the use of subjective criteria B. holding that a plaintiff may rely on the same evidence to prove both pretext and discrimination C. holding that even if the plaintiff had produced evidence of pretext the evidence did not tend to establish a discriminatory purpose D. holding that posthoc reasons for an adverse employment decision constitute evidence of pretext E. holding that evidence of pretext may include disturbing procedural irregularities

assistant: The best answer is E. holding that evidence of pretext may include disturbing procedural irregularities
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 would not impair in any material respect the ability of such Seller to consummate its obligations hereunder, all consents, approvals, authorizations and orders necessary for the execution and delivery by such Seller of this Agreement, and for the sale and delivery of the Repurchase Shares to be sold by such Seller hereunder, have been obtained; and such Seller has full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Repurchase Shares to be sold by such Seller hereunder; this Agreement has been duly authorized, executed and delivered by or on behalf of such Seller.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: At all times keep the insurable properties of Borrower, the Bank, and each other Subsidiary adequately insured and maintain in force (i) insurance, to such an extent and against such risks, including fire and theft, as is customary with companies in the same or similar business, (ii) necessary workmen’s compensation insurance, fidelity bonds and directors’ and officers’ insurance coverage in amounts consistent with industry standards, and (iii) such other insurance as may be required by law; and if required by Lender, deliver to the Lender a copy of the bonds and policies providing such coverage and a certificate of Borrower’s, the Bank’s, or each other Subsidiary’s chief executive officer, as the case may be, setting forth the nature of the risks covered by such insurance, the amount carried with respect to each risk, and the name of the insurer.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: unless both you and spotify agree , no arbitrator or judge may consolidate more than one person 's claims or otherwise preside over any form of a representative or class proceeding .

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: Comply with all Applicable Laws with respect to the Collateral or any part thereof or to the operation of such Company’s business the non-compliance with which could reasonably be expected to have a Material Adverse Effect (except to the extent any separate provision of this Agreement shall expressly require compliance with any particular Applicable Law(s) pursuant to another standard).

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: because they will only return to HYCF if they violate the law. They cite Lyons and its progeny for the proposition that “standing is inappropriate where the future injury could be inflicted only in the event of future illegal conduct by the plaintiff.” Armstrong, 275 F.3d at 865 (citing Lyons, 461 U.S. at 108, 103 S.Ct. 1660). The Ninth Circuit, however, has distinguished Lyons when the conduct that may trigger a future violation is not unlawful. In Armstrong, parolees had standing to challenge the conditions at parole revocation hearings because parolees could be subjected to unconstitutional conditions at the hearings on the mere suspicion that they had violated their parole. Armstrong, 275 F.3d at 866; see also Hodgers-Durgin v. de la Vina, 199 F.3d 1037, 1041 (9th Cir.1999) (<HOLDING>). The plaintiffs in this case need not engage Options: A. holding an officers reasonablesuspicion determination could rely on border patrol agents representations of events that occurred before the officer arrived B. holding that a passenger has standing to challenge a stops constitutionality because the passenger is seized from the moment a car is stopped C. holding that representation by state officials that they have no present plan to enforce a statute does not divest plaintiffs of standing to challenge the statute because the states position could well change D. holding that plaintiffs lacked standing to sue E. holding that plaintiffs had standing to challenge stops by the united states border patrol because plaintiffs could be stopped without engaging in illegal conduct

assistant: The best answer is E. holding that plaintiffs had standing to challenge stops by the united states border patrol because plaintiffs could be stopped without engaging in illegal conduct
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: HHS has agreed to accept, and TRIPLE-S has agreed to pay HHS, the amount of $3,500,000 (“Resolution Amount”). TRIPLE-S agrees to pay the Resolution Amount on the Effective Date of this Agreement as defined in paragraph II.14 by automated clearing house transaction pursuant to written instructions to be provided by HHS.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement, taken together with the Disclosure Schedules and the referenced documents herein which comprise the Transaction Agreements, (a) constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the transactions contemplated hereunder and (b) are not intended to confer upon any person other than the Parties any rights or remedies.

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 case excerpt and choose the best holding from the options. Case excerpt: for reasonable suspicion puts the cart before the horse. I am assessing whether the search leading to this discovery was lawful. 5 . This opinion testimony seems inadmissible under Federal Rule of Evidence 701 because Cue was not certified as an expert witness under Rule 702, but Randle never objected. Rule 701 prohibits a lay witness from offering “opin process of reasoning familiar in everyday life” but instead requires special expertise on how the human body receives and metabolizes cocaine. Fed.R.Evid. 701 advisory committee’s note (internal quotation marks omitted). Cue also testified that his opinion was based on his special experience as a parole officer. (Hr'g Tr. 27-28.) His testimony thus seems inadmissible. See Hirst v. Inverness Hotel Corp., 544 F.3d 221, 227 (3d Cir.2008) (<HOLDING>); Grace United Methodist Church v. City of Options: A. holding that a lay witness could not offer opinion testimony that required technical or specialized knowledge of what security measures could or should have been taken to prevent a crime B. holding that lay opinion testimony on the technical subject of asbestos in the workplace was inadmissible when the witness failed to demonstrate sufficient personal experience or technical knowledge to qualify him to offer an opinion C. holding that lay witness opinion as to guilt of defendant inadmissible D. holding flight attendant could testify as to observation that many people hit their heads on the overhead compartment but could not give an expert opinion as to the need for a warning because the witness had no specialized knowledge that would assist the trier of fact the court never indicated that such specialized knowledge should be in the area of warnings E. holding that daubert applies not only to testimony based on scientific knowledge but also to testimony based on technical and other specialized knowledge

assistant: The best answer is A. holding that a lay witness could not offer opinion testimony that required technical or specialized knowledge of what security measures could or should have been taken to prevent a crime
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: You are expected to begin work on a date no earlier than September 11, 2017 and no later than September 18, 2017 (the “ Start Date ”) contingent on satisfaction of the pre-employment conditions set forth below. You are required to faithfully and conscientiously perform your assigned duties and to diligently observe all your obligations to the Company and to perform such duties as may be expected of a President and Chief Executive Officer of a publicly held company. You agree to devote your full business time and efforts, energy and skill to your employment at the Company, and you agree to apply all your skill and experience to the performance of your duties and advancing the Company’s interests. During your employment with the Company, you may not perform services as an employee, independent contractor, or consultant of any other competitive organization and you will not assist any other person or organization in competing with the Company or in preparing to engage in competition with the business or proposed business of the Company, including any of its subsidiaries. Any other outside business relationships you engage in, including holding a position on the board of directors of another public or private company, should be made known to the Company’s General Counsel in writing and approved by the Nominating and Corporate Governance Committee of the Board. The Company acknowledges and agrees that you have made known to the Company’s General Counsel your membership on the board of directors of Video Networks International Ltd. and your role as a senior advisor to Evolution Media Capital and that each such membership or role, as applicable, has been approved by the Board, subject to continued compliance with the Company’s Code of Business Conduct and Ethics. You shall comply with, and be bound by, the Company’s operating policies, procedures, employment policies, and practices from time to time in effect during your employment. You will be appointed as a member of the Board effective as of the Start Date, and the Company shall cause you to be nominated as a member of the Board at each annual meeting of stockholders of the Company at which your Board seat is up for re-election during your employment with the Company.

assistant: Duties
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: property disputes. Bennison v Sharp, 121 Mich App 705, 712; 329 NW2d 466 (1982). The First Amendment, however, “severely circumscribes the role that civil courts may play in resolving church property disputes” by prohibiting civil courts from resolving church property disputes on the basis of religious doctrine and practice and requiring that courts defer to the resolution of issues of religious doctrine or polity by the highest court of a hierarchical church organization. [Id. at 712-713, quoting Jones v Wolf, 443 US 595, 602; 99 S Ct 3020; 61 L Ed 2d 775 (1979).] The determination of whether a denomination is hierarchical is a factual question. See Calvary Presbyterian Church v Presbytery of Lake Huron of the United Presbyterian Church, 148 Mich App 105, 113; 384 NW2d 92 (1986) (<HOLDING>); Bennison, supra at 718 (holding that “the Options: A. holding that the trial court correctly found that the denomination is hierarchical B. holding that the district court correctly instructed the jury that there had to be a substantial similarity between the indictment and the proof in order to find the defendant guilty C. holding that where the defendant was in default the district court correctly accepted the fact allegations of the complaint as true D. holding that the trial court correctly instructed the jury that the defendant had to establish by evidence that outweighed the evidence against him that he lacked the capacity to form specific intent E. holding that the trial court correctly instructed the jury that the use of physical force to overcome victims resistance was necessary for offense to amount to robbery

assistant: The best answer is A. holding that the trial court correctly found that the denomination is hierarchical
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: legal remedy. Riverwoods, L.L.C. v. County of Charleston, 349 S.C. 378, 563 S.E.2d 651 (2002); City of Rock Hill v. Thompson, 349 S.C. 197, 563 S.E.2d 101 (2002); Exparte Littlefield, 343 S.C. 212, 540 S.E.2d 81 (2000); Redmond v. Lexington County Sch. Dist. No. 4, 314 S.C. 431, 445 S.E.2d 441 (1994). Upon the filing of a petition for a writ of habeas corpus, the Clerk of Court should verify the document contains a case caption, a proper county designation, and the signature of the filing party, and should forward a copy of the petition to the Attorney General’s Office. S.C. Clerk of Court Manual § 6.24. Because petitioner failed to name the Clerk of Court as a party or serve his petition for a writ of mandamus on her, he may not seek mandamus relief as to her. Thompson, supra (<HOLDING>). Moreover, the 2004 habeas petition became Options: A. holding the completely fully fairly element is met if the party against whom preclusion is sought had adequate notice and an opportunity to be heard on the issue B. holding party seeking disqualification waives attorneyclient privilege as to the court so the court may assess the contents of allegedly confidential information and the party may present the information either in a hearing out of the presence of the party against whom confidentiality is to be protected or in camera inspection C. holding a party seeking mandamus must serve the party against whom relief is sought D. holding that an arbitration agreement enforceable against party who signed the agreement even where the other party did not sign it because generally it is enough that the party against whom the contract is sought to be enforced signs it E. holding that the party against whom collateral estoppel is asserted must have been a party to the prior action

assistant: The best answer is C. holding a party seeking mandamus must serve the party against whom relief is sought
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 authorized capital stock of the Company consists of 100,000,000 shares of Preferred Stock, none of which are issued and outstanding, 200,000,000 shares of Common Stock, of which 35,763,339 shares are issued and outstanding as of the close of business on the date of this Agreement. All of the issued and outstanding shares of Common Stock are duly authorized and validly issued and outstanding, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights. There are (i) no outstanding options, warrants, debentures, notes, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or arrangements by which the Company is or may become bound to issue additional shares of capital stock of the Company, (ii) no agreements or arrangements under which the Company is obligated to register the sale of any of its securities under the Securities Act, and (iii) no anti-dilution or price adjustment provisions contained in any security issued by the Company (or any agreement providing any such rights).

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 legal provision and list the applicable contract clause categories. Provision: All corporate action on the part of the Company necessary for the authorization, execution, delivery and performance by the Company of this Agreement, and the consummation of the transactions contemplated hereby, has been taken. This Agreement has been duly and validly executed by the Company, and, upon delivery hereof by the Company, will constitute a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable laws relating to bankruptcy, insolvency, reorganization, moratorium or other similar legal requirement relating to or affecting creditors’ rights generally and except as such enforceability is subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Assuming the accuracy of the representations and warranties of the TCV Holders set forth in Section 2.5 , the offer and sale of the Stock Consideration pursuant to this Agreement will be exempt from the registration requirements of the Securities Act.

assistant: Authorizations
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: limit[s] sanctions to the signatory attorney and a represented party.” Id. The court thus held that the evidence did not support sanctions against Yuen “because he did not sign the objectionable pleadings and was not a party to those pleadings.” Id. Yuen did not address the situation present in this case—a challenged motion signed by a pro se plaintiff. Instead, Yuen—and the two cases it relied upon construing Rule 13—addressed situations in which the attorney who was sanctioned by the trial court for filing groundless pleadings did not actually sign the challenged pleadings, but rather an associate at the sanctioned attorney’s firm signed the pleadings. See id.; see also In re Hill, No. 2-07-295-CV, 2007 WL 2891059, at *2 (Tex.App.-Fort Worth Oct. 3, 2007, orig. proceeding) (mem.op.) (<HOLDING>); Metzger v. Sebek, 892 S.W.2d 20, 52 Options: A. holding that courts look to substance of plea for relief to determine nature of pleading not merely title of pleading B. holding that trial court abused its discretion in sanctioning attorney under rule 13 for signing groundless pleading when associate at attorneys firm was person who signed pleading C. holding that a court may not apply a heightened pleading standard more stringent than the usual pleading requirements of rule 8 in civil rights cases alleging municipal liability under 1983 D. holding that a circuit court has discretion under rule 11 to impose attorneys fees on litigants who bring vexatious and groundless lawsuits E. holding that pleading rules are substantive

assistant: The best answer is B. holding that trial court abused its discretion in sanctioning attorney under rule 13 for signing groundless pleading when associate at attorneys firm was person who signed pleading
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 Letter Agreement may only be enforced by CF Corp at the direction of Sponsor, and nothing set forth in this Letter Agreement shall be construed to confer upon or give to Seller or any other Person (including CF Corp’s and Seller’s direct and indirect creditors), other than the parties hereto and their respective successors and permitted assigns, any rights to enforce the Commitment or to cause CF Corp to enforce the Commitment. Notwithstanding anything to the contrary in this Letter Agreement, if Seller is entitled to specific performance in accordance with Section 11.12 of the Share Purchase Agreement to cause the Closing to occur, Seller may enforce CF Corp’s right to cause the Commitment to be funded (solely to the extent that CF Corp can enforce the Commitment in accordance with the terms hereof) without the direction of Sponsor, and in such event and solely to such extent Seller will be a third party beneficiary of CF Corp’s rights under this Letter Agreement. The exercise by CF Corp or Seller of any right to enforce this Letter Agreement does not give rise to any other remedies, monetary or otherwise. Whether or not Seller is entitled to enforce the Commitment in accordance with this Section 2, in the event the Commitment is not funded in accordance with the terms of this Letter Agreement, neither CF Corp, Seller, nor any other Person shall have, and no Person is intended to have, any right of recovery against Sponsor in respect of any liabilities or obligations arising under, or in connection with, this Letter Agreement or the Share Purchase Agreement (including in the event CF Corp breaches its obligations under the Share Purchase Agreement and whether or not CF Corp’s breach is caused by Sponsor’s breach of its obligations under this Letter Agreement), except to the extent expressly set forth in this Section 2.

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: Except as otherwise provided herein, each party shall be solely responsible for and shall pay all costs and expenses incurred by it in connection with the negotiation, preparation and performance of and compliance with the terms of this Agreement. Notwithstanding the foregoing, (a) Buyer and Seller shall each bear one-half of the FCC filing fees, and (b) if either party files a complaint with a court of competent jurisdiction or as otherwise required by Section 10.8 hereof to enforce its rights under this Agreement, the prevailing party shall be reimbursed by the other party for all reasonable expenses incurred thereby, including reasonable attorneys’ fees.

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: Except as set forth on Schedule 4.13 , neither a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No Multiemployer Plan is, or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA) that has resulted or could reasonably be expected to result in a material liability to the Borrower or any Commonly Controlled Entity.

assistant: Erisa
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: debt collectors do not always call who they intend to call. An Accurint search may identify the current regular user of a cellphone number. However, Jamison’s proposed class covers four years-worth of alleged telephone calls. The current subscribers of the cellphone numbers that were called over that period are likely not to be the same people as who were the subscribers when the calls were made. As a result Jamison’s solutions are insufficient to identify the regular user of a particular wireless number at the specific point in time FCS placed calls that were violative of the TCPA. This identification is necessary under the Seventh Circuit’s holding in Soppet because only the person subscribing to the called number at the time the call was made would have a viable TCPA claim. See id. (<HOLDING>); see also Vigus, 274 F.R.D. at 236 (stating Options: A. holding that a doctor who was traveling to the hospital simply to be on call and not in response to a page was in the course of business even though she was not required to be in any particular location while on call B. holding that the failure of defense counsel to call a corroborating witness resulted in prejudice to the defendant C. holding that the defendants failure to call the insufficiency of the evidence to the trial courts attention rendered the issue not preserved D. holding a tape of a telephone call was admissible because one party to the call consented to the recording E. holding that called party in 227b1 means the person subscribing to the called number at the time the call is made and not the intended recipient of the call

assistant: The best answer is E. holding that called party in 227b1 means the person subscribing to the called number at the time the call is made and not the intended recipient of the call
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: you grant to us a nonexclusive , worldwide , perpetual , irrevocable , fully paid , royalty free , sublicensable , and transferable license under any and all intellectual property rights that you own or control to use , copy , modify , create derivative works based upon , and otherwise exploit the feedback for any purpose .

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: In carrying out a Participant’s election for an In-Plan Roth Conversion, the full amount of the portion of the Account selected for conversion shall be converted immediately following the Valuation Date that the conversion election is processed. The Administrator will not withhold any taxes and no portion of the Participant’s Account may be withdrawn for payment of any taxes generated by the conversion, unless such amount would otherwise be eligible for a withdrawal under Section 8.1 or Section 8.2. Notwithstanding the prior sentence, the Participant shall remain responsible for the timely remittance of any taxes generated by the conversion.

assistant: Tax Withholdings
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: [Doc. No. 54] is DENIED. SO ORDERED. 1 . For the purposes of the instant motion, the court accepts facts undisputed by the parties as true and resolves disputed facts in favor of Bhagwant where he provide evidence to support their allegations. 2 . According to the National Institutes of Health, testicular torsion is a condition where "the testicle turns or spins on the axis of its blood supply, blocking the flow of blood into the testicle." Nat'l Instits. of Health, Testicular Torsion Repair, www.nlm.nih.gov/ medlineplus/ency/article/002994.htm. It is a medical condition that usually requires surgery. Id. 3 .This court will rely on Connecticut state law for Bhagwant’s substantive claims. See Klaxon Co. v. Stentor Electric Mfg. Co., 313 U.S. 487, 496, 61 S.Ct. 1020, 85 L.Ed. 1477 (1941) (<HOLDING>); Dugan v. Mobile Medical Testing Services, Options: A. holding that federal courts sitting in diversity shall apply state substantive law B. holding that a federal district court sitting in diversity must apply its forum states choice of law rules C. holding in the conflict of laws context that district courts sitting in diversity jurisdiction must apply the substantive law of the forum state D. holding that a federal court in diversity jurisdiction must apply state substantive law E. holding that in a diversity action a federal court must apply the law of the forum state

assistant: The best answer is C. holding in the conflict of laws context that district courts sitting in diversity jurisdiction must apply the substantive law of the forum state
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: Seller and Buyer expressly acknowledge that Seller’s Broker has acted as the exclusive broker with respect to the Transaction and with respect to this Agreement. Seller shall pay any brokerage commission due to Seller’s Broker in accordance with the separate agreement between Seller and Seller’s Broker. Seller agrees to hold Buyer harmless and indemnify Buyer from and against any and all Liabilities (including reasonable attorneys’ fees, expenses and disbursements) suffered or incurred by Buyer as a result of any claims by Seller’s Broker or any other party claiming to have represented Seller as broker in connection with the Transaction. Buyer agrees to hold Seller harmless and indemnify Seller from and against any and all Liabilities (including reasonable attorneys’ fees, expenses and disbursements) suffered or incurred by Seller as a result of any claims by any party claiming to have represented Buyer as broker in connection with the Transaction. The provisions of this section shall survive the Closing (and not be merged therein) or the earlier termination of this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: in the following order: the note on the Mercedes; Myra’s credit card; Charles’s truck note; and then Charles’s credit cards. Any remaining proceeds of the sale were to be divided equally between the parties. In addition, the circuit court did not award Myra an interest in the heating-and-air business. Charles also received the miniature horses. Standard of Review With respect to the division of properly in a divorce case, we review the circuit court’s findings of fact and affirm them unless they are clearly erroneous or against the preponderance of the evidence. Brown v. Brown, 3730 Ark. 333, 284 S.W.3d 17 (2008). A finding is clearly erroneous when the reviewing court, on the entire evidence, is left with the definite and firm conviction that a mistake has been committed. 9 (1984) (<HOLDING>); Williford v. Williford, 280 Ark. 71, 655 Options: A. holding that a trial court may find that a nonowning spouse is entitled to some benefit by reason of marital funds having been used to pay off debts on the owning spouses nonmarital property B. holding that circuit court erred in failing to consider that marital property in the form of marital earnings was used to pay debt against nonmarital property C. holding that an increase in the value of nonmarital property attributable to the efforts of one or both spouses during marriage is marital property D. holding that one spouse may be entitled to a portion of the equity in home purchased with nonmarital funds E. holding that a nonowning spouse is entitled to some benefit when marital funds are used to improve nonmarital property

assistant: The best answer is A. holding that a trial court may find that a nonowning spouse is entitled to some benefit by reason of marital funds having been used to pay off debts on the owning spouses nonmarital property