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 legal provision and list the applicable contract clause categories. Provision: The Company and each Subscriber hereby irrevocably waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction in New Jersey of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper. Nothing in this Section shall affect or limit any right to serve process in any other manner permitted by law. Subject to Section 10(d) hereof, the Company and the Subscribers acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties hereto shall be entitled to seek an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which any of them may be entitled by law or equity.

assistant: Consent To Jurisdiction
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: has done.” Ex parte Floyd, 796 So.2d 303, 308 (Ala.2001) (quoting Garrett v. Raytheon Co., 368 So.2d 516, 518-19 (Ala.1979)). For instance, Environ and ATOFINA cite to the case of Smith v. Medtronic, Inc., 607 So.2d 156, 160 (Ala.1992), which involved a defective pacemaker. The court there held that although the pacemaker was implanted in 1981 and its defect was discovered in 1984, the “injury-causing malfunction” did not occur until 1990, when the plaintiff underwent surgery as a result of the defect. See also Pfizer, Inc. v. Farsian, 682 So.2d 405, 407 (Ala.1996) (“Under Alabama law, [a plaintiffs] fear that his [heart] valve could fail in the future is not, without more, a legal injury-sufficient to support his claim.”); Southern Bakeries, Inc. v. Knipp, 852 So.2d 712 (Ala.2002) (<HOLDING>). '[9] Here, Russell’s negligence and Options: A. holding that oven removers did not have any present injury from oven owners alleged fraudulent behavior in concealing fact that oven contained asbestos where remover had not sought any medical care and did not plan to get any psychological treatment or counseling for the distress B. holding that a written statement could not be regarded as an affidavit sufficient in law for any purpose because it was not sworn to by any one or before any officer C. holding that attorneys testimony was not relevant to any issues contained in the appellants pleadings and that the appellant had failed to demonstrate that the attorneys testimony could not be gained from any other witness or source D. holding that charging fees for medical services did not violate the eighth amendment where prisoner did not allege denial of medical care E. holding that remand was required due to fact that final judgment of dissolution did not contain any provision addressing status of any medical insurance for parties child or general responsibility for childs medical care

assistant: The best answer is A. holding that oven removers did not have any present injury from oven owners alleged fraudulent behavior in concealing fact that oven contained asbestos where remover had not sought any medical care and did not plan to get any psychological treatment or counseling for the distress
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: colloquy: Prosecutor: Did Baby Harris ever tell you what he wanted these machine guns for? Taylor: He said something earlier about that he wanted to do a ride-by, he wanted to show some guys that he wasn’t a punk, that they think he was a punk. (Trial Tr. at 785.) It seems clear to us that the evidence of Harris’s plans to conduct a ride-by shooting not only completes the picture, as the state court concluded, it also provides a motive for shooting Willoughby. We have discussed similar matters in the context of the Federal Rules of Evidence. See, e.g., United States v. Phelps, 168 F.3d 1048, 1057-58 (8th Cir.1999) (finding no abuse of discretion in admitting evidence relating to a defendant’s actions before and after a shooting); United States v. Luna, 94 F.3d 1156, 1162 (8th Cir.1996) (<HOLDING>); United States v. White, 645 F.2d 599, 602 Options: A. holding evidence of defendants prior drug use and heroin addiction admissible to establish defendants motive to commit robbery B. holding that other bad acts evidence was admissible to explain the governments theory of the case as well as for showing the defendants motive for participating in an armed robbery C. holding other crimes evidence admissible to show motive where motive was put in issue by defense at trial D. holding that in a prosecution for possession of an unregistered firearm evidence of an armed robbery committed with the firearm was admissible E. holding admissible bad acts of defendant evidencing jealousy as motive for killing another

assistant: The best answer is B. holding that other bad acts evidence was admissible to explain the governments theory of the case as well as for showing the defendants motive for participating in an armed robbery
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: On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $2.5 million of Shares and Warrants. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designees. The Company shall deliver to each Purchaser its respective Shares and Warrants as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of the Placement Agent or such other location as the parties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“ DVP ”) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company).

assistant: Closings
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: conclude that he also is ineligible factually under the plain terms of the exception to the rule. It is undisputed that Orozco did not provide information or evidence in the prosecution of Rodriguez that was unknown to him during the one-year time limitation following the imposition of his sentence. He reiterated at Rodriguez’s trial in 1996 the same information that he had given the government in 1990 before his sentencing. The current version of Rule 35(b) concerning assistance provided by a convicted defendant more than a year after imposition of his sentence focuses on the character of the information provided by the defendant, new disclosures, and not the usefulness of that information to the government. See United States v. Mitchell, 964 F.2d 454, 461 (5th Cir.1992) (per curiam) (<HOLDING>). With the hope of reducing their sentences, Options: A. holding that the four year sentence imposed by the district court was appropriate as it was comparable to the five year sentence for perjury or obstruction of justice B. holding that cost of plastic surgery to repair scarring was an expense incurred within one year of the accident even though the physician waited more than a year after the accident to perform the operation C. holding that a prior north carolina conviction was for a crime punishable by imprisonment for a term exceeding one year if any defendant charged with that crime could receive a sentence of more than one year D. recognizing that in the usual case no information or evidence comes to light more than one year after imposition of sentence E. holding that the unit of prosecution under 666a1a is 5000 or more from whatever source in any one year period in which the government or agency at issue receives more than 10000 in federal aid

assistant: The best answer is D. recognizing that in the usual case no information or evidence comes to light more than one year after imposition of sentence
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: if you set up an associated nintendo account for your child below the age of 13 , the receipt for any transactions that take place through the child 's nintendo account will be sent to your email address .

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: The 2016-A Lease complied in all material respects at the time it was originated and, as of the 2016-A Cutoff Date, will comply in all material respects with all requirements of federal, State and local laws.

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: determine the “where,” “when,” and “how” of petitioning for removal. The question “who” can remove is resolved, insofar as the FDIC is concerned, within the language of § 1819 itself which provides for removal in “[a]ll suits ... to which the [FDIC] shall be a party.... ” Id. at 846 (citation omitted) (alterations in original). It followed that “the ‘all defendants’ limitation i[n] 28 U.S.C. § 1446(a) does not affect the right of the FDIC to remove under § 1819(4).” Id. The result was not “unusual,” the court observed, since “in other instances where special, rather than general, removal statutes control, the requirement that all defendants join in the petition for removal has been held inapplicable.” Id. (citing Bradford v. Harding, 284 F.2d 307, 309-10 (2d Cir.1960) (Friendly, J.) (<HOLDING>)). The second case is In re Federal Savings & Options: A. holding that venue for litigation was proper based on 28 usc 1441 regardless of whether defendant was doing business in the district within the meaning of 28 usc 1391 B. holding that where jurisdiction was based on 28 usc 2201 venue was determined as per 28 usc 1391 C. holding that 28 usc 1331 does not constitute a waiver of sovereign immunity D. holding that the rule of unanimity does not apply to 28 usc 1442 E. holding in 28 usc 2255 proceeding that lafler does not establish new rule of constitutional law

assistant: The best answer is D. holding that the rule of unanimity does not apply to 28 usc 1442
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: for any device that can connect to xbox services , we may automatically check your version of xbox console software or the xbox app software and download xbox console or xbox app software updates or configuration changes , including those that prevent you from accessing the xbox services , using unauthorized xbox games or xbox apps , or using unauthorized hardware peripheral devices with an xbox console .

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: actually deny the motion to dismiss, but instead deferred ruling on the motion and lifted its discovery stay, permitting discovery on the issue of absolute immunity. But we see this as a distinction without a difference. As the Supreme Court has explained, absolute immunity creates not only protection from liability, but also the right not to have to answer for one’s actions at all. See Mitchell v. Forsyth, 472 U.S. 511, 525, 105 S.Ct. 2806, 86 L.Ed.2d 411 (1985) (explaining that “the essence of absolute immunity is its possessor’s entitlement not to have to answer for his conduct in a civil damages action”). A litigant is therefore entitled to a ruling on a motion to dismiss on the pleadings based on official immunity before the commencement of discovery. Id. at 526, 105 S.Ct. 2806 (<HOLDING>). We conclude that the district court’s ruling Options: A. holding that the court evaluating a claim of qualified immunity must first determine whether the plaintiff states a claim of a constitutional violation at all and then must determine whether the claimed right was clearly established before proceeding to the qualified immunity question B. holding that plaintiffs complaint stated a claim for a constitutional deprivation but that the contours of the right at issue were not clearly established and that official was therefore entitled to qualified immunity C. recognizing that ujnless the plaintiffs allegations state a claim of violation of clearly established law a defendant pleading qualified immunity is entitled to dismissal before the commencement of discovery D. holding that defendant is entitled to qualified immunity because plaintiff failed to allege the violation of a clearly established constitutional right E. holding that second element of qualified immunity test is whether the law violated was clearly established

assistant: The best answer is C. recognizing that ujnless the plaintiffs allegations state a claim of violation of clearly established law a defendant pleading qualified immunity is entitled to dismissal before the commencement of discovery
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 provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of Section 11.06(b) , (ii) by way of participation in accordance with the provisions of Section 11.06(d) , or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 11.06(f) (and, except for any assignment subject to the terms of Section 11.06(j) , any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement and the other Loan Documents, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in clause (d) of this Section 11.06 and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, each L/C Issuer, each Lender and each Arranger) any legal or equitable right, remedy or claim under or by reason of this Agreement or the other Loan Documents.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: under the plan.” 29 U.S.C. § 1140. To establish a claim for a violation of § 510, Fitzgerald must show Action “had a specific intent to interfere with [his insurance] benefits, but that may be shown by circumstantial evidence.” Register v. Honeywell Fed. Mfg. & Techs., LLC, 397 F.3d 1130, 1136-37 (8th Cir.2005) (citing Regel v. K-Mart Corp., 190 F.3d 876, 881 (8th Cir.1999)). In the absence of direct evidence of an employer’s deliberate interference with future benefits, we analyze § 510 interference claims using the McDonnell Douglas three-part burden-shifting analysis common to Title VII and ADEA cases. See Texas Dep’t of Cmty. Affairs v. Burdine, 450 U.S. 248, 101 S.Ct. 1089, 67 L.Ed.2d 207 (1981); Libel v. Adventure Lands of America, Inc., 482 F.3d 1028, 1035 n. 7 (8th Cir.2007) (<HOLDING>). Initially, Fitzgerald must make a prima facie Options: A. holding that without a link to the challenged decision stray remarks did not constitute indirect evidence of discrimination sufficient to satisfy the final prong of the mcdonnell douglas framework B. holding because the plaintiffs erisa claim is based on alleged circumstantial evidence the eighth circuit analyzed the claim under the mcdonnell douglas framework C. recognizing that the mcdonnell douglas framework is less useful in the context of an alleged discriminatory disciplinary decision than in the context of an alleged discriminatory hiring decision D. holding because libels erisa claim is based on alleged circumstantial evidence we analyze it under the mcdonnell douglas framework E. holding that a patternorpractice claim is not available to individual plaintiffs although patternorpractice evidence may be relevant to proving an otherwiseviable individual claim for disparate treatment under the mcdonnell douglas framework

assistant: The best answer is D. holding because libels erisa claim is based on alleged circumstantial evidence we analyze it under the mcdonnell douglas framework
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: hardship on her family, but found that these considerations were outweighed by the need for her sentence to re ughter has cared for her son with cancer for some time. Her son is not a minor. Cf. Schroeder, 536 F.3d at 750-51 (child was daycare age). Further, when Pilón was finally arrested for her crime, she was found in North Carolina (for medical reasons) far from her son in Illinois. The district court adequately considered Pilon’s mitigation arguments. See United States v. Diekemper, 604 F.3d 345, 355 (7th Cir.2010) (“the fact that the district court acknowledged this argument is dis-positive — as long as a sentencing court considers the arguments made in mitigation, even if implicitly and imprecisely, the sentence imposed will be found reasonable”); cf. Schroeder, 536 F.3d at 756 (<HOLDING>). Finally, Pilon’s arguments about her health Options: A. holding that a district courts rejection of an argument for an inappropriate reason was error B. holding that the defendants sentence for robbery was not inappropriate C. holding that an employee may establish that the legitimate reason for an employment decision offered by an employer is pretextual by showing by a preponderance of the evidence either that the discrim inatory reason was the true reason motivating the employers conduct or that the profferred legitimate reason was false D. holding that district court error was not clear error in denying petition for mandamus E. holding that a 2254 court was bound by the state courts rejection of the petitioners factual assertions that evidence was suppressed

assistant: The best answer is A. holding that a district courts rejection of an argument for an inappropriate reason was error
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: Lessee shall not make any improvements or alterations to the Premises or begin any construction on the Premises without the prior written consent of Lessor, which consent may be withheld in Lessor's sole discretion. Lessee shall bear all costs of any construction on the Premises and hereby agrees that any contractors or subcontractors Lessee hires to construct any improvements or make any alterations to the Premises will be licensed and insured and approved by Lessor prior to the commencement of any construction. Lessee covenants that all such work shall be carried out in accordance with the requirements, orders and limitations of all local, state or federal departments or bureaus having jurisdiction, and upon completion, the Premises shall be in compliance with all governmental requirements for the use which the Lessee may make of them.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Indemnification shall be provided for any claim covered under this section and shall be limited to (i) payment by the indemnifying party (“ Indemnitor ”) of all damages and costs finally awarded (including reasonable attorney’s fees) for such claim, or (ii) settlement costs approved in writing by the Indemnitor. The indemnification obligations set forth in this Agreement shall not apply to the extent Indemnitor has been prejudiced by the failure of the party seeking indemnification (“ Indemnitee ”) to: (i) promptly notify the Indemnitor of such claim, (ii) provide the Indemnitor with reasonable information, assistance and cooperation in defending the lawsuit or proceeding, and (iii) give the Indemnitor full control and sole authority over the defense and settlement of such claim. The Indemnitee may join in defense with counsel of its choice at its own expense. Neither party shall agree to any settlement that admits wrongdoing by the other party or that imposes any non-monetary obligations, or any monetary obligations not indemnified by the other party, on the other party, without such other party’s consent (not to be unreasonably withheld). The Indemnitor shall only reimburse the Indemnitee for expenses incurred by the Indemnitee with the Indemnitor’s prior written approval. THIS SECTION 20 STATES THE PARTIES’ ENTIRE LIABILITY AND EXCLUSIVE REMEDY WITH RESPECT TO VIOLATION OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS [***] .

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: asserting it and “relevant to interests” it “has the authority to implement.” City of Cleburne, 473 U.S. at 441, 105 S.Ct. 3249. The law must bear a logical relationship to the purpose it purports to advance. Romer, 517 U.S. at 632-33, 116 S.Ct. 1620; see also Gill, 699 F.Supp.2d at 387. “[E]ven in the ordinary equal protection case calling for the most deferential of standards, [courts] insist on knowing the relation between the classification adopted and the object to be attained.” Gill, 699 F.Supp.2d at 387 (quoting Romer, 517 U.S. at 633, 116 S.Ct. 1620). Lastly, the justification for the law may not rely on factual assumptions that exceed the bounds of rational speculation. Lewis v. Thompson, 252 F.3d 567, 590 (2d Cir.2001) (citing Heller, 509 U.S. at 320, 113 S.Ct. 2637 (<HOLDING>)). When applying rational basis review to a Options: A. recognizing that totality of circumstances must be considered in determining permissible inferences B. holding that speculation while permissible must be rational C. holding that no discovery is permissible in similar circumstances D. recognizing the permissible use of hearsay without corroboration E. holding that to be competent under ford a prisoner must have a rational understanding of what it means to be executed

assistant: The best answer is B. holding that speculation while permissible must be rational
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: any other fact, knowledge of it should have put NCB on notice of a bondable loss — one caused by employee dishonesty or forgery, counterfeit or alteration. The record contains no evidence that the default should have put NCB on notice of employee dishonesty or forgery, counterfeit or alteration. Realizing the loan was in or near default was not discovery. NCB did not discover the loss in February 2007. Second, Cincinnati argues that NCB discovered the loss at closing. It claims Brittain knew about the forgery at closing and his knowledge was imputed to NCB. Both parties agree that if Brittain was complicit in the forgery, any alleged knowledge of the forgery could not be imputed to NCB under agency principles. See Witcher v. JSD Props., LLC, 286 Ga. 717, 690 S.E.2d 855, 857-58 (2010) (<HOLDING>) (quoting Hodgson v. Hart, 165 Ga. 882, 142 Options: A. holding that travel by an agent of defrauded corporation is imputed to the victim B. holding that where an agent is guilty of independent fraud for his benefit knowledge of the fraud is not imputed to the principal C. holding that a plaintiff cannot avoid the securities fraud exception by pleading mail fraud or wire fraud if the conduct giving rise to those offenses also amounts to securities fraud D. holding that while an agents knowledge is imputed to the principal due to the identity of interests that is presumed when an agent acts within the scope of an agency relation this rule does not operate in the converse and the agent cannot be imputed with the information which its principal has failed to give it E. holding that a principal is not hable for the actions of an agent when these actions exceed the agents authority and the thirdparty has knowledge that the agent does not have the authority asserted

assistant: The best answer is B. holding that where an agent is guilty of independent fraud for his benefit knowledge of the fraud is not imputed to the principal
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall (a) by 9:00 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of such press release, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates on the one hand, and any of the Purchasers or any of their Affiliates on the other hand, shall terminate. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with the filing of final Transaction Documents with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (b), to the extent reasonably practical.

assistant: Publicity
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: Distributions may be made to the Members at the times and in the amounts determined by the Board of Directors. Such distributions shall be made to the Members in proportion to their ratable holdings of Units as compared to the number of total Units outstanding (subject to Section 10(b)) ; provided that no distribution shall be made to a Member to the extent it would cause such Member to have a deficit capital account.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: fitbit is not liable to you or to any third party for any modification , suspension , or discontinuance of any feature or component of the fitbit service .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: law. 13 . Ahktna, 894 P.2d at 662 (quoting Modern Constr., 522 P.2d at 1137) (internal citations and quotation marks omitted). 14 . See id.; Dep't of Pub. Safety v. Pub. Safety Emps. Ass'n, 732 P.2d 1090, 1096-97 (Alaska 1987) (giving deference to arbitrator's interpretation of the questions submitted to arbitration). 15 . See Kinn, 144 P.3d at 487 n. 38 (citing Ahina, 894 P.2d at 660-61). 16 . See id. (citing Ahtna, 894 P.2d at 661). 17 . Pub. Safety Emps. Ass'n, 732 P.2d at 1097 (quoting Anchorage Med. & Surgical Clinic v. James, 555 P.2d 1320, 1324 (Alaska 1976), overruled on other grounds by Ahtna, 894 P.2d at 662) (internal quotation marks omitted). 18 . Id. at 1096. 19 . See Sea Star Stevedore Co. v. Int'l Union of Operating Eng'rs, Local 302, 769 P.2d 428, 431-32 (Alaska 1989) (<HOLDING>). 20 . Pub. Safety Emps. Ass'n, 732 P.2d at Options: A. holding that the arbitrator was without jurisdiction to consider an issue which was not included in the written notice of arbitration and was added on the first day of the arbitration hearing B. holding that the arbitrator exceeded his authority by addressing a question that was not submitted to arbitration and actually emerged six weeks after the original issue arose C. holding arbitrator exceeded authority where submission limited issue to finding proper cause D. holding that because the parties agreed to arbitrate and both placed the issue before the arbitrator the issue of consolidation was for the arbitrator E. holding that an arbitrator exceeds his or her power by going beyond the authority granted by the parties or the operative documents and decides an issue not pertinent to the resolution of the issue submitted to arbitration

assistant: The best answer is B. holding that the arbitrator exceeded his authority by addressing a question that was not submitted to arbitration and actually emerged six weeks after the original issue arose
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: Petitions for Judgments of Separate Courts. A petitioner who seeks relief from judgments of more than one state court must file a separate petition covering the judgment or judgments of each court. The amendment to the rule is purely semantic, as the change was “intended to be stylistic and no substantive change [was] intended, except [changes not affecting this provision].” Rules Governing Section 2254 Cases in the United States District Courts, Rule 2, Rule 2 advisory committee’s notes on 2004 Amendments. 6 . Our holding is consistent with the principle, well-recognized as a matter of both federal and state jurisprudence, that resentencing does not affect the finality of the original judgment of conviction. See, e.g., United States v. Sanders, 247 F.3d 139, 144 (4th Cir.2001) (<HOLDING>). The same rule obtains as a matter of Florida Options: A. holding resentencing does not affect the date on which the judgment of conviction became final B. holding that a conviction is deemed final on the date of sentencing when there is no evidence that notice of appeal was filed C. holding that the date on which the plaintiff learned of the defendants denial of tenure not the date on which the plaintiff became unemployed was when the statute of limitations began to run D. holding that interest does not begin to accrue until the date of judgment not the date of verdict E. holding that resentencing is required

assistant: The best answer is A. holding resentencing does not affect the date on which the judgment of conviction became final
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: Communications Co., 971 F.Supp. 302, 305-06 (W.D.Tenn.1997). Plaintiffs rebanee on these cases is misplaced for several reasons. None of these cases analyzed whether a court could ignore a federal consumer-protection regulation simply because a tariff was filed with the FCC. The MCI case dealt with whether federal courts have jurisdiction to hear billing-dispute cases arising out of long-distance contracts where the long-distance provider had filed tariffs with the FCC. The issue was one of jurisdiction and the case did not at all address the applicability of federal regulations. In Wegoland, the issue was whether plaintiffs could attack long-distance rates on the theory that the providers had engaged in fraud. Although the Second Circuit broadly reaffirmed the “filed tariff’ doctrine (<HOLDING>), the court did not discuss whether federal Options: A. holding that the respondents statelaw claims are barred by the filed rate doctrine B. holding that under the filed rate doctrine a question regarding reasonable rates should be addressed to the department of insurance and that the rate plaintiff was charged is conclusively presumed reasonable under the filed rate doctrine C. holding that suits against longdistance companies for unreasonable rates were barred if the defendant had filed a rate tariff with the fcc D. holding that the filed rate doctrine barred private right of action for consumer fraud E. holding that filed rate doctrine did not apply because pharmaceutical companies do not file rates with any agency

assistant: The best answer is C. holding that suits against longdistance companies for unreasonable rates were barred if the defendant had filed a rate tariff with the fcc
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware (regardless of the Laws that might otherwise govern under applicable Delaware principles of conflicts of Law) as to all matters, including matters of validity, construction, effect, performance and remedies.

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: laws is not achieved through indiscriminate imposition of inequalities.” Id. Contrary to Shelley, the majority holds that equality can be achieved “through indiscriminate imposition of inequalities.” Id. As there is no reason to depart from the plain meaning of § 1981 or the framework espoused in Shelley, I would follow Supreme Court precedent by considering the rights of individuals, not of groups. Consequently, I cannot concur in the majority’s modification of the second Weber and Johnson factor. 3. Attaining a Balance Finally, the majority reworks the third Weber and Johnson factor, which requires that an affirmative action plan be “intended to attain a balanced work force, not to maintain one.” Johnson, 480 U.S. at 639, 107 S.Ct. 1442; accord Weber, 443 U.S. at 208, 99 S.Ct. 2721 (<HOLDING>). Though the Supreme Court has not required Options: A. holding that plan administrator of an erisa health plan did not have to anticipate the confusion of a plan participant B. holding that affirmative action plans by public employers should be subjected to an unmodified title vii standard and evaluating a california highway patrol affirmative action program under that standard C. holding an affirmative action plan should be a temporary measure not intended to maintain racial balance but simply to eliminate a manifest racial imbalance D. holding nonexhaustion to be an affirmative defense E. holding affirmative action plan did not unnecessarily trammel interests of white employees when plan was tailored simply to eliminate a man ifest racial imbalance

assistant: The best answer is C. holding an affirmative action plan should be a temporary measure not intended to maintain racial balance but simply to eliminate a manifest racial imbalance
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, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or email (with confirmation of transmission) if sent during normal business hours of the Company, and on the next business day if sent after normal business hours of the Company; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective Parties at the addresses set forth in this Section 15 (or to such other address that may be designated by a Party from time to time in accordance with this Section 15 ).

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: (a) Each borrowing by the Borrowers from the Lenders hereunder, each payment by the Borrowers on account of any commitment fee and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Tranche A Term Loan Percentages, Delayed Draw Term Loan Percentages, Incremental Term Loan Percentages, USD Revolving Credit Percentages or Multicurrency Revolving Credit Percentages, as the case may be, of the relevant Lenders.

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 constitutes our full understanding relating to your employment with Agilysys, and replaces and supersedes any and all agreements, contracts, representations or understandings with respect to your employment. This Agreement is governed by and is to be construed and enforced in accordance with the internal laws of the State of Georgia, without giving effect to principles of conflicts of law. In the event of a conflict or inconsistency between the terms hereof and the provisions of Agilysys’ Employee Handbook or its Policies and Procedures, the terms hereof shall control; otherwise, the provisions of the Employee Handbook shall remain applicable to your employment relationship. Any controversy involving the construction or application of any terms, covenants or conditions of the Agreement, or any claims arising out of any alleged breach of the Agreement, will be submitted to and resolved by final and binding arbitration in Las Vegas, Nevada, conducted pursuant to the rules of the American Arbitration Association. This Agreement may not be superseded, amended, or modified except in a writing signed by both parties.

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: GMS will be responsible for and will pay any and all federal, state, county or municipal sales or use tax, healthcare tax, excise, customs charges, duties or similar charges or any other tax assessment in the Territory (other than that assessed against LMI’s income), license, fee or other charge lawfully assessed or charged on the sale or transportation of each Product or Activation Device sold pursuant to this Agreement or on any amounts payable to LMI under this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: It is not the Court’s function to weigh the evidence that might be presented at a trial; instead, the Court must merely determine whether the complaint is legally sufficient. Goldman v. Belden, 754 F.2d 1059, 1067 (2d Cir.1985). Thus, the Court must accept the allegations of the complaint as true, and construe all reasonable inferences in favor of the plaintiffs. Koppel v. 4987 Corp., 167 F.3d 125, 127 (2d Cir.1999); Connell v. Signoracci, 153 F.3d 74 (2d Cir.1998); LaBounty v. Adler, 933 F.2d 121, 123 (2d Cir.1991). 2. Rule 9(b) Rule 9(b) provides that “[i]n all averments of fraud or mistake, the circumstances constituting fraud or mistake shall be stated with particularity.” Fed. R.Civ.P. 9(b). See also Plount v. American Home Assurance Co., Inc., 668 F.Supp. 204, 206 (S.D.N.Y.1987) (<HOLDING>). The Second Circuit has held that allegations Options: A. holding that the rico bar applies even where the plaintiff does not have standing to bring a securities fraud action B. holding that state courts have concurrent jurisdiction over rico claims and that plaintiffs federal rico claim was barred by res judicata since he failed to bring his rico claim along with his state fraud claims in prior state court action C. holding that the concerns that require fraud to be pleaded with particularity are even more urgent in a civil rico action D. holding that plaintiffs must provide more than conclusory allegations to satisfy rule 9bs requirement that circumstances of fraud be pleaded with particularity E. holding that because civil rico is penal in nature illinois twoyear statute of limitations for actions based on a statutory penalty applies to civil rico claims

assistant: The best answer is C. holding that the concerns that require fraud to be pleaded with particularity are even more urgent in a civil rico action
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: IV. CONCLUSION Because we conclude that the trial court committed reversible error by denying both Raphael’s right to due process and his right to be present under Criminal Rule 38(a), and because these violations were plain errors allowing us to review them despite Raphael’s failure to object, we REVERSE Raphael’s conviction and REMAND for a new trial. 1 . Whether a trial court has violated a defendant's right to due process is a legal question to which we apply our independent judgment. See Lashbrook v. Lashbrook, 957 P.2d 326, 328 (Alaska 1998). 2 . Dimmick v. State, 473 P.2d 616, 619-20 (Alaska 1970). 3 . See Alaska R.Crim. P. 17(a). 4 . See id.; Tucker v. State, 721 P.2d 639, 642 (Alaska App.1986). 5 . See also Williams v. Calderon, 48 F.Supp.2d 979, 1000-01 (C.D.Cal.1998)- (<HOLDING>); Bradford v. Johnson, 354 F.Supp. 1331, Options: A. holding that the defendant had a cognizable habeas claim based on physical abuse of a government witness B. holding that sufficiency challenges are cognizable in a federal habeas proceeding C. holding claim is not cognizable D. holding claim that prior conviction was not serious felony under californias sentencing law not cognizable in federal habeas proceeding E. holding claim is cognizable

assistant: The best answer is A. holding that the defendant had a cognizable habeas claim based on physical abuse of a government witness
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: for a period of sixty ( 60 ) days from the date of receipt of notice from the other party , linden and you will engage in a dialogue in order to attempt to resolve the dispute , though neither party is required to resolve such dispute on terms which each party , in its sole discretion , is uncomfortable .

assistant: None