flwrlabs/fed-legal huggingface dataset:
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: that the release of the names will provide, we must conclude that the records at issue here are individual records generally subject to the guardians’ authorization requirement contained in the federal P&A statutes. Concluding, however, that the records DRW seeks are individual records does not necessarily preclude the agency from access to at least some of the infor mation. See Ala. Disabilities Advocacy Prog. v. J.S. Tarwater Dev. Ctr., 97 F.3d 492, 497 (11th Cir.1996) (concluding that “it is clear that the [federal P&A statutes] providef] express authority for P&A’s to gain broad access to records, facilities and residents to ensure that the [statutes’] mandates can be effectively pursued”); Miss. Protection & Advocacy Sys., Inc. v. Cotten, 929 F.2d 1054, 1058-59 (5th Cir. 1991) (<HOLDING>). DRW repeatedly argues that it is circular to Options: A. holding that facilities have an affirmative duty to implement policies and practices that promote effective pa access B. holding that negligent misrepresentation is not affirmative defense regarding avoidance of life insurance policies C. holding the government has an affirmative duty to disclose exculpatory evidence to a criminal defendant D. holding state has affirmative duty to disclose favorable and material evidence to defense E. holding that police officers have no affirmative duty to search out favorable evidence for the defendant

assistant: The best answer is A. holding that facilities have an affirmative duty to implement policies and practices that promote effective pa access
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 parties shall execute such additional documents and do such other acts as may be reasonably required to carry out the intent of this Agreement. Without limitation, Seller shall make available resolutions, certificates of existence, by-laws, operating agreements, and such other documents as may be required to evidence Seller’s power and authority to carry out this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any Lender may at any time, without the consent of, or notice to, any Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural person), a Defaulting Lender or the Company or any of the Company’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation. Each Lender that sells a participating interest in any Loan, Commitment, participations in L/C Obligations and/or Swing Line Loans, or other interest to a Participant shall, as agent of the Company solely for the purpose of this Section 10.06 , record in book entries maintained by such Lender the name and the amount of the participating interest of each Participant entitled to receive payments in respect of such participating interests.

assistant: Participations
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: RDI’s work in this case. Remodeling Dimensions, 806 N.W.2d at 92. The court reasoned that the exclusion applied only to goods and products, and does not exclude coverage for RDI’s work performed in this case. Id. The court’s analysis is persuasive and supported by the record. Exclusion “m” excludes coverage for property damage to “your work” arising out of the work or any part of it. The policy defines “your work” to mean “[w]ork or operations performed by you or on your behalf.” RDI concedes that exclusion “m” applies “to the actual work” it performed on the house, but contends that exclusion “m” does not apply to damage caused by RDI’s work to the original walls and structure of the home. The court of appeals concluded that the negligent ., 165 Wash.2d 255, 199 P.3d 376, 385 (2008) (<HOLDING>). Thus, a negligent-construction claim for Options: A. holding a personal profit exclusion applicable to an insured corporation where the purpose of the exclusion was to exclude coverage when the insured received profits to which the insured was not legally entitled B. holding that an ownedproperty exclusion did not apply with respect to property that the insured bought only after the policy periods for which the insured sought coverage C. holding that the use of the phrase any insured rather than the insured the same language used in the employers liability exclusion here meant that the exclusion was not limited to injuries sustained by the employees or contractors of one insured party D. holding that the unambiguous terms of the your work exclusion do not eliminate coverage for harm done to a subcontractors work E. holding that your work exclusion does not bar coverage of repairs made necessary when an insured contractor damaged the subsurfaces beneath the siding it installed

assistant: The best answer is E. holding that your work exclusion does not bar coverage of repairs made necessary when an insured contractor damaged the subsurfaces beneath the siding it installed
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: parcel that the Thars were leasing from the State of Wyoming. In 1993, the Thars purchased the parcel from the state, acquiring title in fee simple, and leased it to Gary Thar. This case arises out of an action for trespass brought by the Edwin N. Moran Revocable Family Trust against the Thars’ lessee. Moran maintains that the easement granted in 1976 is an easement in gross that is personal to the Thars and cannot be transferred to their lessee. The Thars insist that the easement is a commercial easement in gross and, as such, is an alienable property interest. Following a bench trial, the district court held that the easement is an easement in gross but that it was not assignable. III. DISCUSSION We choose not to answer the question of whether commercial 69 N.W. 709, 710-11 (1918) (<HOLDING>); Ludwig v. Gosline, 191 N.J.Super. 188, 465 Options: A. holding that an express easement ran with the dominant estate B. holding that an easement appurtenant to a freehold estate of a dowager expired with that estate C. holding that the burden on the servient estate cannot be increased without the consent of the owners of the servient estate and that the owner of the dominant estate to which the appurtenant easement is attached has no power to convey or expand use of that easement in connection with a tract of land owned by another D. holding that an easement agreement and an unrecorded easement plan created an easement E. holding that an easement cannot be created in favor of an estate for years extending beyond the life of the estate

assistant: The best answer is E. holding that an easement cannot be created in favor of an estate for years extending beyond the life of the estate
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of Minn.Stat. § 549.09, subd. 1(b), which presents a question of law that we review de novo. See, e.g., Hogenson v. Hogenson, 852 N.W.2d 266, 272 (Minn. App.2014); A&L Potato Co. v. Aggregate Indus., 759 N.W.2d 57, 58 (MinmApp. 2009); Duxbury v. Spex Feeds, Inc., 681 N.W.2d 380, 390-91 (Minn.App.2004), review denied (Minn. Aug. 25, 2004). Prejudgment interest begins to run when an action is brought or a written demand is made, whichever is first. Minn. Stat. § 549.09, subd. 1(b); see also Metalmasters of Minneapolis, Inc. v. Liberty Mut. Ins. Co., 461 N.W.2d 496, 502 (Minn.App.1990), review denied (Minn. Dec. 20, 1990). For the purpose of prejudgment interest, a settlement offer must remain open for 30 days. Minn.Stat. § 549.09, subd. 1(b); see also A & L Potato Co., 759 N.W.2d at 60 (<HOLDING>). The district court originally awarded Options: A. recognizing further that the offer of proof allows the aggrieved party to present a proper record for review on appeal and in the absence of such an offer error may not be preserved B. holding that a valid contract requires acceptance of an offer C. holding that an offer to donate cannot be an offer to sell D. holding that a valid settlement offer under section 54909 subd 1b allows 30 days for the other party to accept an offer or make a counterclaim before the prejudgmentlimiting provisions of the statute are triggered E. holding an unaccepted settlement offer or offer of judgment does not moot a plaintiffs case emphasis added

assistant: The best answer is D. holding that a valid settlement offer under section 54909 subd 1b allows 30 days for the other party to accept an offer or make a counterclaim before the prejudgmentlimiting provisions of the statute are triggered
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 agrees to employ Executive and Executive agrees to accept employment with the Company for a term (the “ Term ”) commencing on the date hereof and continuing through the one year anniversary of this Agreement, unless earlier terminated pursuant to Section 6 below. At the end of the initial Term or any renewal Term, the Term shall be automatically renewed for successive one year periods at each otherwise scheduled expiration of the Term, unless either the Company or Executive objects (in their respective sole discretion) to such renewal by providing sixty (60) days’ prior written notice to the other party.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to survive. See Plaintiffs’ Brief, 9-10 citing Phillips, 515 F.3d at 233 (explaining that Rule 8(a)(2) general notice pleadings standard remains intact after Twombly) Because this question goes to the very heart of the matter, it must be addressed first. To recapitulate, this Court’s April 2007 Opinion weighed the sufficiency of the “enterprise” allegations in accordance with the Third Circuit’s ruling in Seville Indus. Mach. Corp. v. Southmost Mach. Corp., 742 F.2d 786 (3d Cir.1984). See 365 B.R. at 548. Seville stated that nothing more than general notice pleading was required for pleading a RICO enterprise. Seville relied, implicitly, on the long-standing rule regarding notice pleading first enunciated in Conley v. Gibson, 355 U.S. 41, 45-46, 78 S.Ct. 99, 101, 2 L.Ed.2d 80 (1957) (<HOLDING>) But two months after this Court’s April 2007 Options: A. holding that a court should not dismiss a complaint pursuant to rule 12b6 for failure to state a claim unless it appears beyond doubt that the plaintiff can prove no set of facts in support of his claim which would entitle him to relief B. holding that a pro se complaint should not be dismissed unless it appears that the plaintiff can prove no set of facts which would entitle him to relief C. holding that dismissal is proper only if it appears beyond doubt that plaintiff can prove no set of facts in support of his claim which would entitle him to relief D. holding that a complaint will not be dismissed unless it appear beyond doubt that the plaintiff can prove no set of facts in support of his claim E. recognizing the accepted rule that a complaint should not be dismissed for failure to state a claim unless it appears beyond doubt that the plaintiff can prove no set of facts in support of his claim which would entitle him to relief

assistant: The best answer is D. holding that a complaint will not be dismissed unless it appear beyond doubt that the plaintiff can prove no set of facts in support of his claim
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, demands, and other communications hereunder shall be sufficient if in writing and shall be deemed to have been duly given if delivered by hand or if sent by registered or certified mail to Executive at the last address he filed in writing with the Company or, in the case of the Company, at its principal office.

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) Seller or an ERISA Affiliate shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Internal Revenue Code) involving any Plan that is not exempt from such Sections of ERISA and the Internal Revenue Code, (B) any material “accumulated funding deficiency” (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan or any Lien in favor of the PBGC or a Plan shall arise on the assets of Seller or any ERISA Affiliate, (C) a Reportable Event (as referenced in Section 4043(b)(3) of ERISA) shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of Purchaser, likely to result in the termination of such Plan for purposes of Title IV of ERISA, (D) any Plan shall terminate for purposes of Title IV of ERISA, or (E) Seller or any ERISA Affiliate shall, or in the reasonable opinion of Purchaser is likely to, incur any liability in connection with a withdrawal from, or the insolvency or reorganization of, a Multiemployer Plan; and in each case in clauses (A) through (E) above, such event or condition, together with all other such events or conditions, if any, could reasonably be expected to have a Material Adverse Effect.

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 legal provision and list the applicable contract clause categories. Provision: This Agreement shall commence on _____ __, 20__ (the “Commencement Date”) and shall, subject to Section 2.2 below, continue until the third anniversary of the Commencement Date. Upon completion of the Term, Employee may continue to be employed by Company subject to Company rules and policies and/or the parties may enter into a new written agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In order to exercise his or her Conversion Right, a holder of LTIP Units shall deliver a notice (a “LTIP Unit Conversion Notice”) in the form attached as Exhibit U to the Agreement not less than 10 nor more than 60 days, or such shorter period as the General Partner shall agree in its sole and absolute discretion, prior to a date (the “LTIP Unit Conversion Date”) specified in such LTIP Unit Conversion Notice. Each holder of LTIP Units covenants and agrees with the Partnership that all Vested LTIP Units to be converted pursuant to this Section 1.8 shall be free and clear of all liens.

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: Employee will be entitled to participate in each employee benefit plan and program of the Company to the extent that Employee meets the eligibility requirements for such employee benefit plan or program. Employee shall pay any contributions which are generally required of employees to receive any such benefits. The Company provides no assurance as to the adoption or continuance of any particular employee benefit plan or program, and Employee’s participation in any such plan or program shall be subject to the provisions, rules and regulations applicable thereto. If there is any waiting period for participation by Employee or her covered dependents in any of the health, dental or vision benefit plans, the Company will pay the excess of Employee’s health, dental and/or vision premiums incurred during such waiting period over the amount she otherwise would pay under Company plans. To the extent the Company makes directors’ and officers’ liability insurance available to the directors, it will also make it available to Employee on the same terms as other directors. Employee shall receive four (4) weeks paid vacation annually; provided, however , that vacations not taken during any calendar year shall not be carried over to a subsequent year. Upon the Date of Termination, Employee shall be paid at a rate per day equal to Employee’s Base Salary then in effect divided by 260 for all current and previously accumulated vacation days not taken during the calendar year in which the Date of Termination occurs, with such payment to be made within thirty (30) days following the Date of Termination. Such amount shall be deemed a payment obligation accruing through the Date of Termination for purposes of Section 5.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the Seventh Circuit has yet to address the issue, a number of other mages provisions are penal, the County Defendants analogize the statute to the civil Racketeer Influenced and Corrupt Organiza (7th Cir.1952) (“[T]he real question facing us, therefore, was not whether the action was one to recover a statutory penalty within the meaning of any federal statute but whether actions such as this are limited to a period of two years under the Illinois statutes---- We are not concerned at all, then, with anything other than the question of what statute of limitations of Illinois is applicable to actions to recover treble damages.”). The Seventh Circuit has never held that treble damages are, by definition, punitive. See, e.g., Adler v. Northern Hotel Co., 175 F.2d 619 (7th Cir.1949) (<HOLDING>). The reach of Tellis’ holding is further Options: A. holding that treble damages awarded under the civil theft statute are remedial not punitive B. holding that treble damages under the housing and rent act are remedial in nature C. holding treble damages under the civil theft statute are punitive D. holding that plaintiff could recover both treble damages under state racketeering statute and punitive damages under fraud and breach of fiduciary duty claims because the statute provided that actions brought under it are remedial and not punitive and that civil remedies provided under it are supplemental and not mutually exclusive E. holding that the tcpas treble damages provision is remedial

assistant: The best answer is B. holding that treble damages under the housing and rent act are remedial in nature
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: Service Tender Offer Litigation, 725 F.Supp. 712, 735 (S.D.N.Y.1989); see also Bell v. Leakas, 90 Civ. 7981, 1993 WL 77320, *9 (S.D.N.Y. March 13, 1993) (“ ‘Promissory estoppel is a legal fiction designed to substitute for contractual consideration where one party relied on another’s promise without having entered into an enforceable contract.’ ”) (quoting Hartford Fire Ins. Co. v. Federated Dep’t Stores, Inc., 723 F.Supp. 976, 993 (S.D.N.Y.1989)). Thus, “[a]n action for promissory estoppel generally lies when there is no written contract, or the contract cannot be enforced for one reason or another.” NCC Sunday Inserts Inc. v. World Color Press, Inc., 759 F.Supp. 1004, 1011 (S.D.N.Y.1991); see also Cyberchron Corp. v. Calldata Systems Development, 831 F.Supp. 94, 112 (E.D.N.Y.1993) (<HOLDING>), aff'd in relevant part, vacated in part, 47 Options: A. holding that the plaintiff failed to allege breach of a valid and enforceable contract but stated a claim for promissory estoppel B. holding that unenforceable promises cannot form the basis for a claim of promissory estoppel C. holding that promissory estoppel is applicable only in the absence of an enforceable contract D. holding that the absence of a binding agreement does not defeat a promissory estoppel claim E. holding that the issue of whether a contract exists under promissory estoppel is grounded in contract law

assistant: The best answer is C. holding that promissory estoppel is applicable only in the absence of an enforceable contract
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: for concluding that insurance establishments are not exempt as a retail or service establishment. Mot. at 20-22. According to SelectQuote, “[sjection 779.317 is an ‘antiquated interpretation’ that does not take into account the fundamental changes over the past four decades regarding what is considered a ‘retail or service establishment,’ and it should not preclude SelectQuote from applying the section 7(i) exemption to Burden.” Id. at 22. To support its position, SelectQuote points to cases where courts have declined to defer to the DOL’s list of non-retail establishments set forth in § 779.317 where there is no discernable rational basis for the DOL’s determination that type of business lacks a retail concept. See Martin v. The Refrigeration Sch., Inc., 968 F.2d 3 (9th Cir.1992) (<HOLDING>); Reich v. Cruises Only, Inc., 1997 WL 1507504, Options: A. holding that there is a rational basis for the distinction B. holding that a law survives rational basis review so long as there is any reasonably conceivable state of facts that could provide a rational basis for the classification C. holding that travel agency specializing in cruise vacations possessed a retail concept despite the fact that 779317 lists travel agencies as lacking a retail concept concluding that the regulation appeared to be arbitrary and without any rational basis explained in the regulation D. recognizing the districts duty of care for the protection of school children in its schools E. holding that there was no rational basis for 779317s distinction that sjchools except schools for mentally or physically handicapped or gifted children lack a retail concept

assistant: The best answer is E. holding that there was no rational basis for 779317s distinction that sjchools except schools for mentally or physically handicapped or gifted children lack a retail concept
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: many of these products previously had separate terms that were called different names , such as `` xbox live terms of use '' or `` skype terms of use , '' and these terms replace those separate terms .

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 Company agrees to reimburse the Guarantor on demand for all documented fees, costs, and expenses (including reasonable out-of-pocket attorneys’ fees and expenses) for the preparation, amendment, negotiation, administration, defense, collection and enforcement of this Agreement and the Guaranty (including, without limitation, those incurred in connection with appeals or insolvency proceedings) or otherwise incurred with respect to the Company.

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: This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts and transmitted by facsimile to the other parties, each of which when so executed and delivered by facsimile shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same instrument. This Agreement may be executed by each party on separate copies, which copies, when combined so as to include the signatures of all parties, shall constitute a single counterpart of this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of the Fourth Amendment,” i.e., that “the home is entitled to special protect Cartons asked what the officer was doing there, and he informed them that he was there to “look around.” The officer had previously received the consent of the owner to search the camp. Neither of the Cartons affirmatively denied the officer consent to conduct the search. Given the lack of any objection by the Cartons, and because the officer had previously received the consent of the owner to search the camp, the court did not err in concluding that the warrantless search was valid. B. Pre-Miranda Statement [¶ 21] The Cartons argue that Kevin Carton was in custody when he indicated to the officer where the gassing generator was located, and that his statement is therefore inadmissible a 30, 932 A.2d 1169 (<HOLDING>). [¶ 24] Here, the officer had probable cause Options: A. holding that questions concerning the place and date of birth fall within the routine booking question exception to miranda B. holding that officers premiranda questions concerning active methamphetamine production were within the public safety exception C. holding that the officers were justified in conducting a protective sweep incident to the defendants arrest on outstanding warrants because the officers had information that the defendant was suspected of running a methamphetamine operation on the premises other people were living there and assisting the defendant and at the time the sweep began the defendant had not yet been located D. holding that questions about the location of a gassing generator and other equipment related to the production of methamphetamine fall within the protective sweep exception to miranda E. holding a protective sweep unconstitutional where officers had no information that any other persons were in the apartment

assistant: The best answer is D. holding that questions about the location of a gassing generator and other equipment related to the production of methamphetamine fall within the protective sweep exception to miranda
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be terminated by the Company or the Investor, by written notice to the other, if the Closing has not been consummated by the third Business Day following the date of this Agreement; provided, that no such termination will affect the right of any party to sue for any breach by the other party (or parties).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any notices regarding acceptance, rejection, or any other matters arising under this Agreement shall be sent by a method of delivery which provides a receipt of delivery and shall be addressed as provided below. Notices to Employee should be addressed to his/her home address on file with the Company. Notices to the Company should be addressed to Dan Allinger, Senior Vice President, Global Human Resources at 10260 Westheimer, Suite 700, Houston, TX 77042.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: D-225 at 109. According to the loan documents, BFLLC received a security interest in the Pledged Stock as collateral for the loans, but BFLLC no longer owned the stock, an arrangement that created immediate tax benefits for BAI. The Fifth Circuit has not yet addressed this issue, but “every court to consider it has rejected the argument that ESOP acquisition loans should be discounted below face value for purposes of calculating damages because the debt is unlikely to be repaid.” Chesemore, 948 F.Supp.2d at 943; see Henry v. U.S. Trust Co. of Cal., N.A., 569 F.3d 96, 100 n. 4 (2d Cir.2009) (rejecting argument that ESOP-acquisition loan should be deducted from plan losses because company later forgave loan and repurchased stock as part of ESOP termination); Neil, 767 F.Supp.2d at 941-42 (<HOLDING>); Valley Nat’l Bank of Ariz., 837 F.Supp. at Options: A. holding that a purchase money security in jewelry was not lost when the perfected purchase money security interest was consolidated with a subsequent retail installment contract B. holding that it was a violation of maryland rules 16607 and 16609 for an attorney to borrow money in the form of a home equity loan and to then deposit the borrowed money into his trust account in order to pay the amount owed to his client C. holding in case where stock was purchased but held in suspense account pending repayment of loan from seller that the fact that the money to purchase the now worthless stock was borrowed does not mean that money was not lost D. holding when defendant raised affirmative defense of total failure of consideration that even assuming the acquired stock became worthless the worthlessness of the stock did not constitute a failure of consideration when in exchange for note defendant received 2500 shares of stock as well as all the rights privileges and benefits of a shareholder director and officer emphasis supplied punctuation omitted E. holding that there was no presumption of a gift where the wifes money was used to make the purchase but title was placed in the name of the husband and finding the facts sufficient to establish a purchase money resulting trust in favor of the wife

assistant: The best answer is C. holding in case where stock was purchased but held in suspense account pending repayment of loan from seller that the fact that the money to purchase the now worthless stock was borrowed does not mean that money was not lost
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 will be entitled to five (5) weeks’ vacation and one (1) week of personal time per calendar year. All earned vacation and personal time must be taken in the year in which it is earned; otherwise it shall be forfeited. If you should leave the Company, the value of any unearned vacation and personal time taken by you prior to your separation will be considered a debt to the Company. All vacation and personal time periods require the approval of Mr. Fowden.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: court. Marathon did not address and, therefore, did not say that only Article III judges could resolve claims against a bankrupt estate. Accordingly, it ought to be clear that 28 U.S.C. § 157(b)(2)(B) and the other corresponding provisions were not passed to satisfy Marathon. The 1984 amendments were enacted to resolve a number of “problems” aside from the jurisdictional crisis created by Marathon some two years earlier. Recall: Consumer creditors lobbied to tighten the screws on consumer debtors. Result: The' Consumer Credit Amendments, which included a potpourri of minor and not-so-minor impositions on consumer debtors. Recall: labor unions lobbied to overturn the Supreme Court’s then recent decision in NLRB v. Bildisco & Bildisco, 465 U.S. 513, 104 S.Ct. 1188, 79 L.Ed.2d 482 (1984) (<HOLDING>). Result: 11 U.S.C. § 1113. Finally, recall: Options: A. holding that oral agreement made in connection with reinstatement should be treated as part of collective bargaining agreement B. holding that a debtorinpossession could reject a collective bargaining agreement C. holding that antidiscrimination rights under title vii cannot be waived by a collective bargaining agreement D. holding terms of collective bargaining agreement only a factor in weighing reasonableness of accommodation E. holding that an employee may sue for breach of a collective bargaining agreement without the union

assistant: The best answer is B. holding that a debtorinpossession could reject a collective bargaining agreement
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) All covenants, agreements, representations and warranties made by any Guarantor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement, any other Loan Document, any Secured Hedging Agreement or any Secured Cash Management Agreement shall be considered to have been relied upon by the Agents and the other Secured Parties and shall survive the making by the Lenders of the Loans, the Lenders’ issuance of and participations in Letters of Credit, the entering into by the Hedge Banks of Hedging Agreements and the entering into by Cash Management Banks of Cash Management Agreements, regardless of any investigation made by the Secured Parties or on their behalf, and shall continue in full force and effect until this Agreement shall terminate.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 409, 421, 61 S.Ct. 999, 1004, 85 L.Ed. 1429, 1435 (1941). Notwithstanding, a rulemaking is different from a contested case and follows a different standard for disqualification. Ass’n of Nat’l Advertisers, Inc. v. FTC, 627 F.2d 1151, 1165-70 (D.C.Cir.1979); accord Lead Indus. Ass’n v. EPA, 647 F.2d 1130, 1179 (D.C.Cir.1980). This different standard is based on the broad distinctions between rulemaking and a contested case proceeding, as well as the different due process concerns. In a rulemaking, agencies are expected to “allocate resources more efficiently, act with greater speed, and give specific notice to industries of the scope” of the proposed rule. Ass’n of Nat’l Advertisers, 627 F.2d at 1166; see also Nat’l Petroleum Refiners Ass’n v. FTC, 482 F.2d 672, 690-91 (D.C.Cir.1973) (<HOLDING>). “The legitimate functions of a policymaker, Options: A. recognizing that breach of contract cause of action accrues at time of the breach B. recognizing the efficiency that accrues to rulemaking proceedings C. holding that the right to recover statutory damages accrues at the moment the privacy act was violated D. holding that a cause of action for breach of contract accrues at the time of the breach E. holding that state liability only accrues as expressly authorized by law

assistant: The best answer is B. recognizing the efficiency that accrues to rulemaking proceedings
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: discovery into Westchester’s fraudulent intent and that neither the Federal Rules of Civil Procedure nor the caselaw permits a district court to structure discovery in this manner. We disagree. A district court has wide latitude in structuring discovery and its rulings will not be overturned absent a showing of clear abuse of discretion. See McMullen v. Bay Ship Mgmt., 335 F.3d 215, 217 (3d Cir.2003). Here, the District Court did not exceed the permissible bounds of discretion in requiring Policyholders to make a preliminary showing that they can satisfy other elements of their fraud claim — namely "representation” and “reasonable reliance” — before permitting discovery into fraudulent intent. See Massachusetts School of Law at Andover, Inc. v. Am. Bar Ass., 107 F.3d 1026 (3d Cir.1997) (<HOLDING>). Indeed, even if we characterize the District Options: A. holding that the district court did not exceed the permissible bounds of discretion by requiring a showing that the aba considered plaintiffs salaries in denying accreditation before permitting discovery into the abas development and implementation of the faculty salary standard B. holding that no discovery is permissible in similar circumstances C. holding that the trial court did not exceed its discretion in striking the amended complaint where the plaintiffs had learned of the facts underlying the new allegations six months before they attempted to amend D. holding that the standard of review for the sufficiency of the evidence is the same as the standard for denying a motion for a directed verdict E. holding that district court did not abuse its discretion by denying motion to extend discovery where no effort was made to explain why the requested discovery could not have taken place within the original discovery period

assistant: The best answer is A. holding that the district court did not exceed the permissible bounds of discretion by requiring a showing that the aba considered plaintiffs salaries in denying accreditation before permitting discovery into the abas development and implementation of the faculty salary standard
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: emphasize, instead, the disciplinary nature of the school officials' actions and their educational source; they do not seem to depend upon a finding that the specific disciplinary matter about which the plaintiff complains was addressed in that student's IEP. 6 . In Crocker I, this court held that parents suing under the IDEA were required to exhaust their administrative remedies. See Crocker I, 873 F.2d at 936. In a subsequent appeal after remand, this court held that those plaintiffs could not obtain general damages under the IDEA for emotional or dignitary injuries, nor could they do so by bringing a § 1983 suit for such general damages based on violations of the IDEA. See Crocker II, 980 F.2d at 386-87; see also Hall v. Knott County Bd. of Educ., 941 F.2d 402, 406-07 (6th Cir.3991) (<HOLDING>), cert. denied, 502 U.S. 1077, 112 S.Ct. 982, Options: A. holding that plaintiffs can obtain reimbursement for past or future educational expenses under the idea but not general damages such as compensation for lost earning power B. holding reimbursement for private tutoring available under the idea C. holding plaintiffs could not obtain compensation for both lost value and lost profit D. holding that prejudgment interest may properly be added to damage awards for past lost wages medical expenses that have been incurred and past pain and suffering but not future loss of earnings future medical expenses andor future pain and suffering E. holding that damages are not relief that is available under the idea

assistant: The best answer is A. holding that plaintiffs can obtain reimbursement for past or future educational expenses under the idea but not general damages such as compensation for lost earning power
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: therefore, he thought there might be a (“[W]e fail to under stand how the purse remained a threat to officers when it had been taken away from its owner.”). ¶ 13 Our supreme court recently made a similar determination when it held that even a warrantless search of a defendant’s vehicle incident to his arrest, a normally justified exception to the warrant requirement, did not apply when “based on the totality of the circumstances, an arrestee is secured and thus presents no reasonable risk to officer safety or the preservation of evidence.” Gant, 216 Ariz. at 7, ¶ 23, 162 P.3d at 646. In such cases, “a search warrant must be obtained unless some other exception to the warrant requirement applies.” Id.; cf. United States v. Chadwick, 433 U.S. 1, 15, 97 S.Ct. 2476, 53 L.Ed.2d 538 (1977) (<HOLDING>), overruled on other grounds by California v. Options: A. holding that warrantless administration of fsts in nonalcohol controlled substance intoxication context was justified by the exigency exception B. holding that an officer may not continue her search once she has determined that no exigency exists C. holding that while search incident to arrest could not justify search in that case probable cause plus exigency justified search D. holding that once federal agents had exclusive control of a footlocker its warrantless search could not be justified by any other exigency E. holding that while a mother could consent to a search of her sons room she did not have authority to consent to a search of a locked footlocker within the room

assistant: The best answer is D. holding that once federal agents had exclusive control of a footlocker its warrantless search could not be justified by any other exigency
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: Within five (5) calendar days after a Tax Benefit Schedule delivered to the Stockholders’ Representative becomes final in accordance with Section 2.2(a) , the Company shall pay to the Sellers in accordance with their Pro Rata Percentages (as defined in the Merger Agreement) the Tax Benefit Payment for such Taxable Year as determined pursuant to Section 3.1(b) . Each such Tax Benefit Payment shall be made by wire transfer of immediately available funds to the bank account previously designated by the Sellers to the Company for payment of the cash portion of the Merger Consideration or such other account as such Seller may specify in writing to the Company and the Stockholder Representative. Notwithstanding the payment procedures above, compensatory payments in respect of any of the Cash Settled Options, Rollover Options or RSUs of the Sellers shall be paid through the Company’s payroll procedures. Notwithstanding anything to the contrary in this Agreement, Tax Benefit Payments paid on or before the fifth anniversary of the Closing Date in respect of any of the Cash Settled Options, Rollover Options or RSUs of the Sellers are intended to qualify as “transaction-based compensation” under Treasury Regulation Section 1.409A-3(i)(5)(iv)(A). Notwithstanding anything to the contrary in this Agreement, Tax Benefit Payments due to the Sellers after the fifth anniversary of the Closing Date in respect of any of the Cash Settled Options, Rollover Options or RSUs of the Sellers shall be paid to a Seller only if either (i) such Seller is employed by the Company on the first day of the calendar year following the Taxable Year for which the Realized Tax Benefit was calculated with respect to such Tax Benefit Payment or (ii) the Company has aggregate revenue of at least $225,000,000 (equitably adjusted downward for any corporate divestitures, spin-offs or similar transactions) for the first two quarters of the Taxable Year following the Taxable Year for which the Realized Tax Benefit was calculated with respect to such Tax Benefit Payment.

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 and the Notes and any claims, controversy , dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement or any Note and the transactions contemplated hereby and thereb y shall be governed by, and construed in accordance with, the law of the State of New York.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The date and time of the Closing (the “ Closing Date ”) shall be 10:00 a.m., New York City time, on the date hereof (or such other date and time as is mutually agreed to by the Company and each Buyer) after notification of satisfaction (or waiver) of the conditions to the Closing set forth in Sections 6 and 7 below, at the offices of Schulte Roth & Zabel LLP, 919 Third Avenue, New York, New York 10022.

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 legal provision and list the applicable contract clause categories. Provision: Subject to the terms and conditions set forth in this Agreement, the Company and the Investor shall exchange the Existing Note in consideration for the issuance of the New Securities. The closing of the Exchange and issuance of the New Securities (the “ Closing ”) shall take place at the offices of the Company, on the date hereof or such other date as the parties shall agree (the “ Closing Date ”).

assistant: Closings