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: Each party’s obligations under Sections 5.9 and 5.10 shall survive the resignation or replacement of Agent or any assignment of rights by or replacement of a Lender or Issuing Bank, the termination of the Revolver Commitments, and the repayment, satisfaction, discharge or Full Payment of any Obligations under the Loan Documents.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Maker shall reimburse the Noteholder on demand for all reasonable out-of-pocket costs, expenses and fees (including reasonable expenses and fees of its counsel) incurred by the Noteholder in connection with the transactions contemplated hereby including the negotiation, documentation and execution of this Note and the enforcement of the Noteholder's rights hereunder.

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: Any individual who is an Eligible Employee for the ten (10) business day period prior to and including a given Enrollment Date shall be eligible to participate in the Plan for the Purchase Period commencing with such Enrollment Date. No individual who is not an Eligible Employee shall be eligible to participate in the Plan.

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: Licensor will obtain and keep in force the insurance as mutually agreed by the parties. Licensee will furnish such reasonably requested information to Licensor for the purpose of placement of insurance coverages and will reasonably aid and cooperate (at no cost or expense to Licensee) with respect to such insurance and any claim or loss thereunder.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the benefits to which she claims she is entitled through an equitable remedy such as a constructive trust on the proceeds. See Anweiler, 3 F.3d at 993. 8 . Once again, it is unclear what section this claim is brought under. Yet because Iwans apparently seeks individual relief in the form of the right to exercise the conversion of Mr. Iwans’s policy, and bases such relief on breach of fiduciary duties allegedly owed to Mr. Iwans personally, rather than to the Plan (as in Count I), the court construes this count as attempting to state a claim under § 1132(a)(3), not § 1132(a)(2). 9 . The court notes that Iwans has not stated a claim for detrimental reliance that would estop the insurers from denying conversion rights. See generally Reid v. Gruntal, 763 F.Supp. 672, 678 (D.Me.1991) (<HOLDING>). The Second Circuit has recognized that “under Options: A. holding that a plaintiff seeking individual relief under erisa 502a3 under a breach of fiduciary duty theory did not have a cause of action when the alleged breach of fiduciary duty was a failure to distribute benefits in accordance with the plan B. holding that claims for promissory estoppel may be pursued under 1132a3 even where no breach of fiduciary duty is alleged C. holding that an individual who brings a lawsuit pursuant to 1132a1b to challenge a denial of disability benefits does not also have a right to a cause of action for breach of fiduciary duty under 1132a3 D. holding that monetary damages may be awarded in a 1132a3 claim because when sought as a remedy for breach of fiduciary duty restitution is properly regarded as an equitable remedy because the fiduciary concept is equitable E. holding that plaintiffs did not plead fraud where the complaint only alleged a breach of fiduciary duty

assistant: The best answer is B. holding that claims for promissory estoppel may be pursued under 1132a3 even where no breach of fiduciary duty is alleged
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: event of an accident. The Montreal Convention is “an entirely new treaty that unifies and replaces the system of liability which derives from the Warsaw Convention.” Ehrlich v. American Airlines, Inc., 360 F.3d 366, 371 n. 4 (2d Cir.2004). The Montreal Convention “applies to all international carriage of persons, baggage or cargo performed by aircraft for reward.” Montreal Convention, art. 1(1), and preempts all federal or state-law claims falling within its scope. Montreal Convention, art. 29 (“In the carriage of passengers, baggage and cargo, any action for damages, however founded, whether under this Convention or in contract or in tort or otherwise, can only be brought subject to the conditions and such limits of liability as are set out in this Convent p.2d 361, 369 (S.D.NY.2006) (<HOLDING>); but see Bloom v. Alaska Airlines, 36 Options: A. holding plaintiffs breach of contract claims fell outside the scope of the montreal convention because the plain language of article 19 of the montreal convention indicates that it governs claims for delay not nonperformance B. holding the state law claims were not preempted C. holding plaintiffs claims were not preempted by the montreal convention because they were grounded in a cause of action for nonperformance of a contract and not delay D. holding that the plaintiffs causes of action were preempted because their claims were premised on the existence of an erisa plan E. holding that additional claims brought under state law are preempted by the montreal convention

assistant: The best answer is C. holding plaintiffs claims were not preempted by the montreal convention because they were grounded in a cause of action for nonperformance of a contract and not delay
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 sale. Standish Corp., 220 Md. at 8, 150 A.2d at 731-32 (discussing Webb & Knapp, Inc. v. Hanover Bank, 214 Md. 230, 133 A.2d 450 (1957)). While a trustee must sell the property to the highest bidder, the trustee has the discretion not to accept every bid offered. See Gray v. Veirs, 33 Md. 18, 22 (1870) (noting that “the highest bidder must be understood [as] a person who makes the highest bid in good faith”). The trustee should, however, attempt to obtain as many bids as possible. Gilden, 197 Md. at 44-45, 78 A.2d at 172. The court will ordinarily ratify a sale made by a trustee “in the absence of fraud or improper dealing or a clear inadequacy of price as of the time the sale was made[.]” Standish Corp., 220 Md. at 9, 150 A.2d at 732; accord Gilden, 197 Md. at 45, 78 A.2d at 172 (<HOLDING>); Righter, 173 Md. at 144, 194 A. at 821 Options: A. holding that the court should in the absence of fraud or improper dealing or clear inadequacy of price as of the time the sale is made or some valid legal objection sustain the trustee and ratify the sale B. holding that subsequent to a judicial sale the report of the sale must be made to and ratified by the court before a deed for the property is given by the trustee to the purchaser C. holding that where property subject to the irss timely filed lien is sold during a nonjudicial sale and the irs is not given notice of the sale the sale of the property is made subject to and without disturbing the lien D. holding that the measure of damages for the breach of a contract of sale where no fraud is shown is the difference between the contract price and the market price of the goods on the date of the breach E. holding that a claim arises from the purchase or sale of a security only if there is an allegation of fraud in the purchase sale or issuance of the instrument

assistant: The best answer is A. holding that the court should in the absence of fraud or improper dealing or clear inadequacy of price as of the time the sale is made or some valid legal objection sustain the trustee and ratify the sale
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: The Receiving Party agrees that it will, during or after the course of their relationship and/or the term of this Agreement as described in clause 9, keep the Confidential Information in the strictest confidence and will not disclose it to any third party for any reason or purpose whatsoever without the prior written consent of the Disclosing Party, save in accordance with the provisions of this Agreement, and the Parties undertake to each other that their holding and subsidiary companies or agents shall be bound by the provisions of this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: relation to interstate commerce.” In Lopez, the Supreme Court held that the Gun-Free School Zones Act, which made it a federal offense knowingly to possess a firearm in a school zone, was an unconstitutional exercise of Congressional authority because “[t]he act neither regulates a com mercial activity nor contains a requirement that the possession be connected in any way to interstate commerce.” Id. at 551, 115 S.Ct. at 1626. The Court highlighted that the Act contained “no express jurisdictional element which might limit its reach to a discrete set of firearm possessions that additionally have an explicit connection with or affect on interstate commerce.” Id. at 562, 115 S.Ct. at 1631; see also United States v. Morrison, 529 U.S. 598, 120 S.Ct. 1740, 146 L.Ed.2d 658 (2000) (<HOLDING>). In United States v. McAllister, 77 F.3d 387, Options: A. holding 13981 constitutional under the commerce clause B. holding that enactment of 13981 exceeded congressional authority under either the commerce clause or section 5 of the fourteenth amendment C. holding that 42 usc 13981 exceeds congresss authority under the commerce clause D. holding that enactment of the civil remedy provision of the violence against women act of 1994 42 usc 13981 exceeded congresss power under the commerce clause noting that 13981 contained no jurisdictional element E. holding that commerce clause did not provide congress with authority to enact civil remedy provision of violence against women act inasmuch as provision was not regulation of activity that substantially affected interstate commerce

assistant: The best answer is D. holding that enactment of the civil remedy provision of the violence against women act of 1994 42 usc 13981 exceeded congresss power under the commerce clause noting that 13981 contained no jurisdictional element
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Borrower shall, and shall cause each Credit Party to, keep its business and the Collateral insured for risks and in amounts standard for companies in Borrower’s industry and location and as Agent may reasonably request. Insurance policies shall be in a form, with companies, and in amounts that are satisfactory to Agent. All property policies shall have a lender’s loss payable endorsement showing Agent as primary lender’s loss payee and waive subrogation against Agent, and all liability policies shall show, or have endorsements showing, Agent as an additional insured. No other loss payees may be shown on the policies other than (i) loss payees showing on such policies as of the Closing Date and (ii) as Agent shall otherwise consent in writing. If required by Agent, all policies (or the loss payable and additional insured endorsements) shall provide that the insurer shall endeavor to give Agent at least [***] ( [***] for non-payment of premium) notice before canceling, amending, or declining to renew its policy. At Agent’s request, Borrower shall deliver certified copies of all such Credit Party insurance policies and evidence of all premium payments. If any Credit Party fails to obtain insurance as required under this Section 6.5 or to pay any amount or furnish any required proof of payment to third persons and Agent, Agent may make all or part of such payment or obtain such insurance policies required in this Section 6.5, and take any action under the policies Agent deems prudent.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: differ when the positions of the parties are reversed.” 156 F.3d at 1009. Thus, "[t]he practice of netting out the claims of debtors and their creditors only makes sense when a counterclaim for recoupment on a creditor's claim is involved.” Id. at 1008. 9 . Appellees argue that Focus has waived its Rule 1003 argument by failing to raise it at the summary judgment stage before the bankruptcy court or at all before the district court. Even assuming a waiver occurred, the issue is one of law, and the record has been adequately developed because the bankruptcy court in fact considered (and rejected) Focus' argument that ABC’s affiliates were disqualified as petitioners under Rule 1003. We therefore reach the merits of Focus' claim. See Bolker v. Comm’r, 760 F.2d 1039, 1042 (9th Cir.1985) (<HOLDING>). 10 . Consistent with the parties’ agreement, Options: A. holding exception to the waiver rule exists when the issue presented is purely one of law and either does not depend on the factual record developed below or the pertinent record has been fully developed B. holding ineffective assistance of counsel claims may be decided on direct appeal where the district court has developed a record on the ineffectiveness issue C. holding we may consider an issue raised for the first time on appeal when the issue presented is purely one of law and depends on the factual record developed below D. recognizing discretion to consider argument raised for first time on appeal if issue is matter of law and either does not depend on the factual record or the pertinent record has been fully developed E. holding that the record on direct appeal was insufficiently developed to permit the appellate court to assess the merits of the claim

assistant: The best answer is A. holding exception to the waiver rule exists when the issue presented is purely one of law and either does not depend on the factual record developed below or the pertinent record has been fully developed
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 writing contains the entire Agreement between Ms. Nielsen and the Bank and can only be modified in a writing signed by both parties. The parties hereby acknowledge that this Agreement hereby supersedes all prior agreements entered into by the Bank and Ms. Nielsen, with the exception of the confidentiality provisions of the Sound Community Bank Employee Handbook dated January 2016 which will survive.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: 18.9 these terms other than paragraph 20.3 shall be governed by and interpreted in accordance with the laws of luxembourg and shall be subject to the jurisdiction of the courts of the district of luxembourg .

assistant: Choice of law, 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: Hines, 995 F.2d 295, 299 (D.C.Cir.1993) (noting that Fed.R.Civ.P. 15(a) gives court power to grant leave to amend complaint even after case is dismissed); 6 Charles Alan Wright Arthur R. Miller & Mary Kay Kane, Federal Practice & Procedure: Civil 2d § 1488, at 652, 659, 662-69 (1990 & Supp.1997) (“Rule 15(a) does not prescribe any time limit within which a party may apply to the court for leave to amend.... In most cases delay alone is not a sufficient reason for denying leave.... If no prejudice [to the non-moving party] is found, the amendment will be allowed”). C&W makes much of the district court’s statement that it was denying CBS leave to amend in view of the “entire lengthy record herein,” but C&W’s argument is not entirely clear. C&W could be Inc., 644 F.2d 690 (8th Cir.1981) (<HOLDING>). The length of a litigation is relevant only Options: A. holding district court abused discretion in denying leave to amend complaint to add count when no prejudice resulted from two and onehalf year delay and facts underlying new and old counts were similar B. holding that the district court abused its discretion in denying leave to amend after a delay of eight months C. holding district court abused discretion in denying leave to amend complaint to add claim when party opposing motion made no showing of prejudice from delay D. holding that district court erred in denying leave to amend complaint to add new legal theories even though trial was approaching E. holding that district court had not abused its discretion in denying plaintiffs motion to amend complaint

assistant: The best answer is A. holding district court abused discretion in denying leave to amend complaint to add count when no prejudice resulted from two and onehalf year delay and facts underlying new and old counts were similar
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 may execute this Agreement in two or more counterparts, which shall, in the aggregate, be deemed signed by all of the parties. Each counterpart shall be deemed an original instrument as against any party who signed it. A facsimile signature by any party shall be acceptable and shall result in this Agreement being valid and enforceable against such party.

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: ruling. 88 . BBSSI also claims irreparable harm based upon an inability to operate its business due to an anticipated reduction in personnel. Specifically, Mr. Hagner indicates that [...] of [...] "key administrative personnel in Italy” were dedicated — [...] exclusively and [...] primarily — to oversight and work on the predecessor JOC. Hagner Deck ¶ 15. Absent receiving the JOC award, Mr. Hagner explains that these "critical administrative personnel” can no longer be retained. Id. V 16. The court, however, notes that a potential loss of employees, absent a more specific showing, has not been deemed an irreparable harm. See Computer Scis. Corp. v. United States, 51 Fed.Cl. 297, 324 (2002); accord PGBA, LLC, 60 Fed.Cl. at 221; cf. Global Computer Enters., Inc., 88 Fed.Cl. at 454 (<HOLDING>). 89 . According to BBSSI, the automatic stay Options: A. holding that loss of customers and resulting injury to goodwill can constitute irreparable harm that is not compensable by an award of money damages B. holding that monetary damages do not generally constitute irreparable harm C. holding potential damage to reputation to constitute irreparable harm D. recognizing that the loss of skilled employees critical to a companys performance in a specialized field may constitute an irreparable harm E. holding that the potential loss of valuable business may constitute irreparable harm

assistant: The best answer is D. recognizing that the loss of skilled employees critical to a companys performance in a specialized field may constitute an irreparable harm
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: S.W.2d at 454. This question presupposes that Price, by issuing cashier’s cheeks, had apparent authority to make representations about the soundness of Dilling’s investment. To establish apparent authority, one must show that a principal either know ingly permitted an agent to hold itself out as having authority or showed such lack of ordinary care as to clothe the agent with indicia of authority. Ames v. Great S. Bank, 672 S.W.2d 447, 450 (Tex.1984). A court may consider only the conduct of the principal leading a third party to believe that the agent has authority in determining whether an agent has apparent authority. Southwest Title Ins. Co. v. Northland Bldg. Corp., 552 S.W.2d 425, 428 (Tex.1977). See also Trahan v. Southland Life Ins. Co., 155 Tex. 548, 289 S.W.2d 753, 755 (1956) (<HOLDING>). NationsBank correctly argues that it cannot Options: A. holding that apparent authority refers to a third partys reasonable belief that the principal has authorized the acts of its agent it arises from the principals indirect or direct manifestations to a third party B. recognizing that statements made by agent on behalf of principal to principals attorney may be protected by principals attorneyclient privilege C. 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 D. holding that it is the principals conduct attitude and knowledge that determines whether an agent had apparent authority E. holding that a principal is bound by a contract entered into by the principals agent on her behalf if the agent had authority to bind the principal

assistant: The best answer is D. holding that it is the principals conduct attitude and knowledge that determines whether an agent had apparent authority
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: creating anger or resentment and a cross burning done with the [constitutionally proscribable] purpose of threatening or intimidating a victim”), 374 (Scalia, J., concurring in part and dissenting in part) (agreeing that the First Amendment prohibits the conviction of a person for cross burning without the intent to intimidate, but concluding that the number of such convictions likely to occur under the Virginia statute was too small to render the statute facially overbroad). 20 Pet. for Review, State v. Schaler, No. 81864-9, at 13 (Wash. Aug. 19, 2008) (conceding that “[t]he true threat test is determined under an objective standard that focuses on the speaker” (citing Kilburn, 151 Wn.2d at 44)). 21 Majority at 900. 22 United States v. Heineman, 767 F.3d 970, 976-82 (10th Cir. 2014) (<HOLDING>); United States v. Bagdasarian, 652 F.3d 1113, Options: A. holding after long discussion of the various opinions in black that that case established that a defendant can be constitutionally convicted of making a true threat only if the defendant intended the recipient of the threat to feel threatened B. holding that the district courts finding that an allegedly coercive threat did not specifically motivate the defendants confession where 1 there was no evidence that the threat was repeated at the police station 2 defendant offered no admissible evidence that the threat was the crucial factor motivating his confession and 3 he confessed immediately after the officer threatened to administer a gun residue test as opposed to confessing immediately after the allegedly coercive threat was made thus the gunresidue test was just as plausible a motivating factor for the confession as was the threat C. holding that an enhancement for an express threat of death may not be applied to the sentence for robbery when the threat is related to the use of the firearm and the defendant has a 924c sentence for the same firearm D. holding that the statement i have a gun is a threat of death E. holding that threat occurring 36 days before possession of firearm not present threat

assistant: The best answer is A. holding after long discussion of the various opinions in black that that case established that a defendant can be constitutionally convicted of making a true threat only if the defendant intended the recipient of the threat to feel threatened
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 one involved in the prior litigation; (2) that the issue has been actually litigated in the prior litigation; and (3) that the determination of the issue in the prior litigation has been a critical and necessary part of the judgment in that earlier action. Rabo Agrifinance, 583 F.3d at 353. Further, “[t]he parties to the suits need not be completely identical, so long as the party against whom estoppel applies had the full and fair opportunity to litigate the issue in the previous lawsuit.” Id. Although usually an affirmative defense, collateral estop-pel may be raised sua sponte by the district court, particularly if both actions were brought in courts of the same dis trict, as is the case here. United Home Rentals, Inc. v. Tex. Real Estate Comm’n, 716 F.2d 324, 330 (5th Cir.1983) (<HOLDING>); see also Meador v. McFaddin, 172 F.3d 869, Options: A. holding that a court may sua sponte take judicial notice of its docket B. recognizing that in the interest of judicial economy res judicata may properly be raised by a district court sua sponte particularly where both actions are brought in the courts of the same district C. holding that a court can raise the issue of res judicata sua sponte in order to affirm a grant of summary judgment D. holding that the court can raise res judicata sua sponte even on appeal E. recognizing that a district court may sua sponte dismiss a complaint for failure to serve after notice to the plaintiff

assistant: The best answer is B. recognizing that in the interest of judicial economy res judicata may properly be raised by a district court sua sponte particularly where both actions are brought in the courts of the same district
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: On this appeal, Icarom also argues that it is an instrumentality under the “organ” prong of , 856 F.2d 1375, 1379 & n. 2 (9th Cir.1988). A. The majority of Icarom’s shares are not owned by a foreign state. In its removal petition and on this appeal, Icarom argues it is an instrumentality of a foreign state because the majority of its shares are held by Ireland through the holding company SAT. In Gates and Patrickson v. Dole Food Company, Inc., 251 F.3d 795 (9th Cir.2001), we held that a majority-owned subsidiary of an “instrumentality of a foreign state” is not itself an “instrumentality” under the FSIA. Id. at 807; Gates, 54 F.3d at 1462-63. This includes corporations that are subsidiaries of corporations that are owned by the foreign government. Patrickson, 251 F.3d 795, 807 (<HOLDING>). Icarom is not directly owned by Ireland but Options: A. holding that a party waived the right to allege contrary facts on appeal eg that defendant was not an agent or instrumentality of the mexican government for sovereign immunity purposes where the party alleged that the defendant was an agent or instrumentality in its complaint B. holding that the actual amount of capital employed in the state by a foreign corporation was to be based on the property of the corporation that was within the state and that was used in business transacted within the state C. holding that resident shareholder of s corporation is eligible for tax credit for taxes paid by corporation in another state and noting that this conclusion is consistent with the internal revenue code which provides that shareholders of an s corporation are entitled to a foreign tax credit for their share of foreign income tax paid by an s corporation D. holding that an entity majorityowned by an agency or instrumentality of a foreign state is itself an agency or instrumentality of that foreign state under the fsia E. holding majorityowned subsidiary of a government owned corporation is not an instrumentality of a foreign state

assistant: The best answer is E. holding majorityowned subsidiary of a government owned corporation is not an instrumentality of a foreign state
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Subsidiaries are all of the direct and indirect subsidiaries of the Company (other than Synthesis Energy Systems (Zao Zhuang) New Gas Company Ltd., a Chinese company and SES Asia Technologies, Ltd., a Hong Kong company). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any “ Liens ” (which for purposes of this Agreement means a lien, charge, security interest, encumbrance, right of first refusal, preemptive right or other restriction), and all the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

assistant: Subsidiaries
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: a trade name of County Forest. His brief to this Court reiterates that this was his intent. This testimony establishes that he was not operating Porter Cash Fuel as a separate sole proprietorship, which might have permitted County Forest to escape liability. Because Porter operated Porter Cash Fuel as an agent for County Forest without disclosing that County Forest was the principal, he and County Forest are parties to the contract. See Restatement (Third) of Agency § 6.03. This result is consistent with the outcome of our prior cases. Treadwell, 2007 ME 150, ¶¶ 19-23, 938 A.2d 794; Me. Farmers Exch. v. McGillicuddy, 1997 ME 153, ¶¶ 2-4,10-11, 697 A.2d 1266; Estate of Saliba v. Dunning, 682 A.2d 224, 226 (Me.1996); see also Bank of Am., N.A. v. Barr, 2010 ME 124, ¶¶ 26-27, 9 A.3d 816 (<HOLDING>). [¶ 8] Our cases from an earlier era endorsed Options: A. holding officer personally liable because he agreed to personally guarantee payment on an account B. holding that a sole proprietor was personally liable for a contract she made before incorporating her business C. holding appellant produced no evidence that when she made her complaints to management she ever mentioned that she felt she was being treated unfairly due to her race or sex D. holding that state officials may be personally liable for actions taken in their official capacity E. holding that the district court did not err in failing to address the defendant personally to determine whether she understood the rights she was waiving by admitting that she violated the conditions of her probation

assistant: The best answer is B. holding that a sole proprietor was personally liable for a contract she made before incorporating her business
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: characterization of losses as passive or nonpassive be treated as an affected item. From such silence petitioners conclude that the section 469 issue involves a nonpartnership item within the meaning of section 6231(a)(4), to which section 6229 does not apply. Petitioners state in this regard that “Since the partnership items adjusted by the decision [i.e., the amount of losses] are irrelevant to the nature, duration, or quality of petitioners’ participation in the partnership’s activities, the [section] 469 issue cannot be an affected item under section 6231(a)(5).” Although the affected items regulations do not expressly mention section 469, we do not think that the regulations are meant to provide an exhaustive list of such items. See, e.g., Jenkins v. Commissioner, 102 T.C. at 555 (<HOLDING>). Furthermore, we question petitioners’ Options: A. holding that section 72504 barred application of voluntary payment defense to payment of excessive commissions B. holding that section 104a classification by partner of a guaranteed payment is an affected item C. holding that a criminal defendants right to an impartial jury is guaranteed by article 1 section 9 of the pennsylvania constitution D. holding that the term reverse payment is not limited to a cash payment E. recognizing that the due process guaranteed under the alabama constitution is coextensive with the due process guaranteed under the united states constitution

assistant: The best answer is B. holding that section 104a classification by partner of a guaranteed payment is an affected item
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: timing of subsequent parole hearings, while having no effect on the inmate’s initial parole suitability hearing or on the standards used in considering whether an inmate is suitable for parole. Moreover, as with the 1981 amendment, annual parole suitability hearings remain the default under the 1994 amendment, and the Board is required to make particularized findings when determining the subsequent parole hearings will be more than a year later. Morales, 514 U.S. at 511, 115 S.Ct. at 1604. Since the Board “retains the authority to tailor the frequency of subsequent suitability hearings to the particular circumstances of the individual prisoner!,]” there has been no ex post facto violation. Id. at 509, 115 S.Ct. at 1602-05; see also Johnson v. Gomez, 92 F.3d 964, 967-68 (9th Cir.1996) (<HOLDING>), cert. denied, 520 U.S. 1242, 117 S.Ct. 1848, Options: A. holding that the federal parole guidelines at issue were not laws within meaning of ex post facto clause B. holding that a change in parole policies without altering the underlying substantive standards does not violate the ex post facto clause C. holding that parole guidelines are subject to the ex post facto clause D. holding change in ultimate parole decisionmaker from board to governor does not violate ex post facto clause E. holding that revocation of medical license does not violate the ex post facto clause

assistant: The best answer is D. holding change in ultimate parole decisionmaker from board to governor does not violate ex post facto clause
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: 5.3 we may terminate your account ( s ) to protect the best interests of the service and the community or if we believe you pose an unacceptable risk to the community .

assistant: Unilateral termination
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 lift the restitution lien. First, the Mandatory Victims Restitution Act (“MVRA”) requires full, not partial, restitution. 18 U.S.C. § 3663A, 3771(a)(6); United States v. Grice, 319 F.3d 1174, 1177 (9th Cir.2003) (per cu-riam). The district court does not have the authority to discharge a restitution obligation that is not fully satisfied. Here, the restitution obligation has not been fully satisfied. Moreover, a civil settlement in bankruptcy court does not discharge the criminal restitution obligation mandated by the MVRA. A bankruptcy settlement subsequent to the imposition of restitution in criminal court does not waive the requirement of restitution. See United States v. Edwards, 595 F.3d 1004, 1014 (9th Cir. 2010); see also United States v. Cloud, 872 F.2d 846 (9th Cir.l989) (<HOLDING>). This is so because restitution serves penal Options: A. holding that because the state was not a party to a settlement agreement a civil release of claims does not and cannot specifically preclude courtordered restitution in a criminal case B. holding that the existence of a prior bankruptcy settlement does not preclude a subsequent criminal restitution order C. holding that a district court may order restitution despite a settlement agreement D. holding that equitable restitution is available but that legal restitution is not E. holding that the dismissal of a civil action in state court does not preclude a restitution order on the same claim

assistant: The best answer is B. holding that the existence of a prior bankruptcy settlement does not preclude a subsequent criminal restitution order
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: on the nature of the communication between the CO and the contractor. Am. Red Ball Int., Inc. v. United States, 79 Fed.Cl. 474, 480 (2007). In this case, Plaintiff argues that the CO’s May 8, 2009 decision to terminate the January 25, 2009 Contract was a final decision of Plaintiffs May 5, 2009 CDA claim. PL Resp. at 21. Neither party, however, provided the CO’s termination letter to the court for review. Consequently, the court cannot determine if that letter may serve as a final decision under the CDA. In any event, Plaintiffs claim for lost profits, damages, and other fees alleged to be due, because of the alleged bad faith termination, is a separate and distinct claim from the Government’s termination for convenience. Armour of Am. v. United States, 69 Fed.Cl. 587, 590, 591 (2006) (<HOLDING>). Accordingly, because Plaintiff failed to file Options: A. holding that jurisdiction over an appeal of a contracting officers decision is lacking unless the contractors claim is first presented to the contracting officer and that officer renders a final decision on the claim B. holding that jurisdiction over an appeal of a contracting officers decision is lacking unless the contractors claim is first presented to the contracting officer and that officer renders a final decision on the claim C. holding that the united states court of federal claims does not have jurisdiction over a new claim or a claim of different scope that was not previously presented and certified to the contracting officer for decision D. holding that court had jurisdiction over common law counts related to fca claim even though not presented to contracting officer E. holding that when breach of contract claims present different factual and legal issues than a claim for improper default termination those claims must be separately presented and certified to a contracting officer under the cda

assistant: The best answer is C. holding that the united states court of federal claims does not have jurisdiction over a new claim or a claim of different scope that was not previously presented and certified to the contracting officer for decision
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Upon each adjustment of the Warrant Price, Class and/or number of Shares, the Company, at the Company's expense, shall notify Holder in writing within a reasonable time setting forth the adjustments to the Warrant Price, Class and/or number of Shares and facts upon which such adjustment is based. The Company shall, upon written request from Holder, furnish Holder with a certificate of its Chief Financial Officer, including computations of such adjustment and the Warrant Price, Class and number of Shares in effect upon the date of such adjustment.

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: issued shares and options off the market. 3 . Flora asserts that he was somehow less sophisticated than Firepond's representatives and that the lock-up agreement was not the product of negotiation because it was offered on a take it or leave it basis, under the threat that if he refused to sign, the IPO might not go forward. The court finds neither argument persuasive. First, Flora was sophisticated enough to negotiate and perform multimillion dollar business agreements. Second, the court is not convinced that the lock-up agreement, in these circumstances, was a contract of adhesion. Even if it was a contract of adhesion, that fact alone does not create a special duty of care where none otherwise existed. See Vierkant by Johnson v. AMCO Ins. Co., 543 N.W.2d 117, 120 (Minn. Ct.App.1996) (<HOLDING>); Safeco, 531 N.W.2d at 871 (not including Options: A. holding that contingency fee contracts are voidable where attorneys fail to comply with disciplinary rules B. holding that arbitration provisions that preclude class actions are not unconscionable C. holding that at will contracts of employment are subject to tortious interference with contracts claims D. recognizing the doctrine of unenforceability of unconscionable contracts E. holding that contracts of adhesion are not voidable unless unconscionable

assistant: The best answer is E. holding that contracts of adhesion are not voidable unless unconscionable
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Unless otherwise set forth in a Statement of Work and excepting costs for third party media in excess of $50,000 per month, within fifteen (15) days after the completion of each month, Vendor will provide Company with an invoice detailing the actual time charges and approved costs and expenses incurred by Vendor on behalf of Company during the previous month, together with sufficient backup and support (including third party invoices) documenting the invoiced amounts. With respect to costs for third party media in excess of $50,000 per month, Company will advance the costs for such third party media to Vendor and such advances will be reconciled within the above-described time period. If Company has any dispute regarding any invoice , Company will contact Vendor to discuss Company’s concerns. Unless Company has notified Vendor of Company’s disapproval of an invoice within thirty (30) days after Company receives such invoice, such invoice shall be deemed to be approved by Company and all amounts set forth on such invoice shall be due and payable . Company agrees to pay all invoices that are not subject to a dispute on a monthly basis in accordance with Company’s customary accounts payable practice. All payments under this Agreement shall be made in U.S. Dollars.

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: A Letter of Credit shall be issued, amended, extended, reinstated or renewed only if (and upon issuance, amendment, extension, reinstatement or renewal of each Letter of Credit the Company shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, reinstatement or renewal (i) the aggregate amount of the outstanding Letters of Credit issued by any L/C Issuer shall not exceed its L/C Commitment, (ii) the Outstanding Amount of the FLOC Obligations shall not exceed the FLOC Sublimit, (iii) the Revolving Credit Exposure of any Lender shall not exceed its Commitment and (iv) the total Revolving Credit Exposures shall not exceed the Aggregate Commitments; and provided further that (i) the availability of the Aggregate Commitments at any time for the making of any Loans and the issuance of Letters of Credit shall be reduced by the amount of the Alternative Currency Reserve (if any), and (ii) the additional limitations, if any, with respect to Jacobs Nederland set forth in Section 2.01 shall also apply. Within the foregoing limits and the respective Issuer Sublimits from time to time in effect, and subject to the terms and conditions hereof, the Company’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. The Company certifies that Schedule 1.02 accurately and completely sets forth the Existing Letters of Credit.

assistant: Amendments
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 continue as the [TITLE] of the Company. In this role, you will have the duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities that are customarily associated with your position and those that are assigned to you by the Company’s [Chief Executive Officer/President]. During the term of your employment with the Company, you will devote your full professional time and efforts to the business activities and other activities of the Company, and other activities that may be approved in advance by the Company’s [Chief Executive Officer/President] and/or Board of Directors (the “ Board ”). Your employment under the terms of this letter agreement shall terminate in accordance with Section 6 below.

assistant: Positions