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: protect a duly convicted prisoner against transfer from one institution to an other within the state prison system. Confinement in any of the State’s institutions is within the normal limits or range of custody which the conviction has authorized the State to impose. Meachum v. Fano, 427 U.S. at 225, 96 S.Ct. 2532. Accord Olim v. Wakinekona, 461 U.S. 238, 244, 103 S.Ct. 1741, 75 L.Ed.2d 813 (1983) (“Just as an inmate has no justifiable expectation that he will be incarcerated in any particular prison within a State, he has no justifiable expectation that he will be incarcerated in any particular State.”). Most cases discussing prisoners’ Fourth Amendment challenges address searches of the prisoner’s cell. See Hudson v. Palmer, 468 U.S. 517, 530, 104 S.Ct. 3194, 82 L.Ed.2d 393 (1984) (<HOLDING>); Christopher v. Gomez, 67 F.3d 306 (9th Options: A. holding that prisoners do not have a reasonable expectation of privacy in their cells B. holding that bodycavity searches of prisoners are not unreasonable C. holding that prisoners have no reasonable expectation of privacy in their prison cells D. holding that prisoners have no legitimate expectation of privacy and that the fourth amendments prohibition on unreasonable searches does not apply in prison cells E. holding that forfeiture statute is subject to the fourth amendments prohibitions against unreasonable searches and seizures

assistant: The best answer is D. holding that prisoners have no legitimate expectation of privacy and that the fourth amendments prohibition on unreasonable searches does not apply in prison cells
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: Lenders shall have received from Holdings (i) the Historical Financial Statements, (ii) pro forma consolidated balance sheets of Holdings and its Subsidiaries as of September 30, 2016, and reflecting the consummation of the Closing Date Acquisition, the related financings and the other transactions contemplated by the Credit Documents to occur on or prior to the Closing Date, which pro forma financial statements shall be in form and substance satisfactory to Administrative Agent and the Lenders, (iii) pro forma consolidated income statements of Holdings and its Subsidiaries as of September 30, 2016, and reflecting the consummation of the Closing Date Acquisition, the related financings and the other transactions contemplated by the Credit Documents to occur on or prior to the Closing Date, and (iv) the Projections.

assistant: Financial Statements
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 contains the entire agreement between the parties regarding the matters covered within it. To the extent other agreements cover the matters contained herein, the provisions of such agreement shall be read together with the provisions of this Agreement to afford Employer the greatest protections allowed by applicable law.

assistant: Integration
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: provision that expressly permits PMI to terminate employees covered under the CBA. That provision requires PMI to give employees “three (3) working days notice before layoff if circumstances reasonably allow.” In addition, the CBA contains a provision stating that “[t]he management and direction of the Plant and working forces is vested in the Company, except insofar as is expressly abridged by specific provisions of this Contract.” This court has held that “[i]t is clear ... that neither federal labor law nor ordinary collective bargaining agreements compel an employer to maintain in operation all or any part of its business.” Heheman v. E.W. Scripps Co., 661 F.2d 1115, 1122 (6th Cir.1981); see also Wimberly v. Clark Controller Co., 364 F.2d 225, 228 (6th Cir.1966) (<HOLDING>). Here, the CBA allows PMI to terminate union Options: A. holding that the plaintiffs failed to state a cause of action under 301 of the lmra because absent an express contractual provision there is no prohibition against an employer moving its operations to another state B. holding that plaintiffs state law claim against a nonsignatory to the cba was preempted by 301 C. holding plaintiffs state law claims of inter alia tortious interference with contract are preempted by section 301 of lmra D. holding employees negligence claim against his employer was preempted by the lmra E. holding that an administrative agency or a state courts finding that an employer had just cause to terminate a plaintiff is not preclusive with regard to the plaintiffs discrimination claim against the employer

assistant: The best answer is A. holding that the plaintiffs failed to state a cause of action under 301 of the lmra because absent an express contractual provision there is no prohibition against an employer moving its operations to another 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: Other than consummating the transactions contemplated hereunder, such Purchaser has not directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser first received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser's assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser's assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other than to other Persons party to this Agreement, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction).

assistant: Confidentiality
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: 1. Defendant argues that the district court erred in not granting him a mistrial after it allowed the government to question Jose Colon-Maldonado (Colon) about the charged conspiracy. The court gave a curative instruction after the evidence was wrongfully admitted, and the fact that the jury acquitted Defendant of Counts One and Two indicates that the jury followed the instruction. See United States v. Alvarez, 358 F.3d 1194, 1206 (9th Cir.2004). 2. After the rebuttal witnesses testified, the trial court gave a curative instruction directing the jury to disregard the testimony. There is no evidence in the record that the curative instruction failed to alleviate any prejudice to the Defendant. See United States v. Murillo, 288 F.3d 1126, 1140 (9th Cir.2002) (<HOLDING>). 3. The district court did not abuse its Options: A. holding that any prejudice resulting from a misstatement of the law by the prosecutor was cured by trial courts proper instruction on applicable law B. holding that instruction to disregard cured error from prosecutors improper comment during voir dire C. holding that prosecutorial blunder did not prejudice the defendant as the blunder was effectively cured by the instruction to the jury to disregard it D. holding that the prejudicial effect of a direct reference to an accuseds failure to testify normally cannot be cured by an instruction to disregard E. holding almost any improper argument may be cured by an instruction to disregard

assistant: The best answer is C. holding that prosecutorial blunder did not prejudice the defendant as the blunder was effectively cured by the instruction to the jury to disregard it
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 indemnify Lender against any loss or expense which Lender has sustained or incurred as a consequence of any default by Borrower in the performance or observance of any covenant or condition contained in this Agreement, or under the Note including, without limitation, any failure of Borrower to pay when due (by demand, upon maturity or otherwise) any principal, interest, commitment fees or any other amount due hereunder or under any Note. If Lender sustains or incurs any such loss or out-of-pocket expense, it shall from time to time notify Borrower of the amount determined in good faith by Lender (which determination shall be conclusive) to be necessary to indemnify Lender for such loss or expense. Such amount shall be due and payable by Borrower to Lender ten (10) Business Days after such notice is given and shall bear interest at the rate of the default rate set forth in the Note.

assistant: Indemnity
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, the other Basic Documents and the other agreements and documents expressly referred to herein are intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein. This Agreement, the other Basic Documents and the other agreements and documents expressly referred to herein or therein supersede all prior agreements and understandings between the parties with respect to such subject matter, including, without limitation, the Original Partnership Agreement. Each of the parties hereto acknowledges and agrees that in executing this Agreement (i) the intent of the parties in this Agreement and the other Basic Documents shall constitute an unseverable and single agreement of the parties with respect to the transactions contemplated hereby and thereby, (ii) it waives, on behalf of itself and each of its Affiliates, any claim or defense based upon the true single agreement relating to such matters and (iii) the matters set forth in this Section 15.12 constitute a material inducement to enter into this Agreement and the other Basic Documents and to consummate the transactions contemplated hereby and thereby. Each of the parties hereto stipulates and agrees (i) not to challenge the validity, enforceability or characterization of this Agreement and the other Basic Documents as a single, unseverable instrument pertaining to the matters that are the subject of such agreements, (ii) this Agreement and the other Basic Documents shall be treated as a single integrated and indivisible agreement for all purposes, including the bankruptcy of any party and (iii) not to assert or take or omit to take any action inconsistent with the agreements and understandings set forth in this Section 15.12 .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement supersedes any statements, representations or agreements of the Company with respect to the grant of the Option, and the Participant hereby waives any rights or claims related to any such statements, representations or agreements. This Agreement does not supersede or amend any existing confidentiality agreement, non-competition agreement, non-solicitation agreement, employment agreement, consulting agreement or any other similar agreement between the Participant and the Company, including but not limited to any restrictive covenants contained in such agreements, which shall remain in full force and effect and enforceable in accordance with their terms. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective executors, administrators, next-of-kin, successors and assigns.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except for those brokers as to which the Company and Parent shall be solely responsible, no broker, investment banker, financial advisor or other person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Transactions based upon arrangements made by or on behalf of the Company.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each party shall be solely responsible for bearing their own costs and expenses incurred in relation to this Letter of Intent and the transactions contemplated herein, including the costs of the Due Diligence exercise to be undertaken by it, whether or not the Definitive Agreement is entered into.

assistant: Costs
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: income. As the majority notes, the Internal Revenue Code is not the standard for determining weekly gross income for child support purposes, see op. at ¶ 13 (quoting Child Supp. G. 3(A), cmt. 2(b) that the weekly gross income figure may not be the same as gross income for tax purposes). It may be unfair to exclude all of the settlement proceeds where they have inured to the family’s benefit in the past but it may also be unfair to include all of the proceeds where Scott has need of them for his own care. Commentary to Guideline 3(A) urges judges to “be innovative in finding ways to include income that would have benefited the family had it remained intact, but be receptive to deviations where reasons justify them.” Child Supp. G. 3(A), cmt. 2(b); see also Harris, 800 N.E.2d at 940-41 (<HOLDING>). [5] Because the trial court’s decision was Options: A. holding the trial court did not abuse its discretion in including only the net amount of settlement proceeds from a wrongful termination lawsuit because that is the amount that would have ultimately benefited the children if the family had remained intact B. holding that the trial court did not abuse its discretion by ordering a separate trial for the counterclaims where the convenience of the parties would be served C. holding that the trial court did not abuse its discretion by refusing to accept the defendants guilty pleas to two counts of the indictment and stating that even if the trial court erred the error had not prejudiced the defendant because he was found guilty by the jury of the charges to which he intended to plead and the evidence of the other crimes would have been admissible in the trial for the first degree murder charge D. holding that when trial court orders restitution at sentencing pursuant to statute the defendant is entitled to notice of the amount claimed and the opportunity to dispute the amount E. holding prejudgment interest is to be determined on the entire amount of compensatory damages and then reduced by the amount of interest which would have accrued at present value on the settlement amount determined before trial

assistant: The best answer is A. holding the trial court did not abuse its discretion in including only the net amount of settlement proceeds from a wrongful termination lawsuit because that is the amount that would have ultimately benefited the children if the family had remained intact
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 Employee represents and warrants that he is not subject to any agreement, instrument, order, judgment or decree of any kind, or any other restrictive agreement of any character, which would prevent him from entering into this Agreement or which would be breached by the Employee upon the performance of his duties pursuant to this Agreement.

assistant: No Conflicts
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 E/C also argues that the JCC erred by reserving jurisdiction on “claims” for workers’ compensation benefits that were not listed on any petition for benefits (PFB) filed by the injured employee (Claimant). We affirm the rejection of the partial affirmative defense without comment, but modify the order on appeal by striking the reservation of jurisdiction over any claims that were not the subject of a pending PFB at the time of the final hearing. This court has previously held that a JCC may properly reserve jurisdiction over PFBs that have been filed, but not mediated, because mediation is mandatory under section 440.25(2), Florida Statutes; such unmediated claims are not procedurally ripe for adjudication. Parodi v. Fl. Contracting Co., Inc., 16 So.3d 958, 961 (Fla. 1st DCA 2009) (<HOLDING>); see also Ake v. U.S. Sugar Corp., 112 So.3d Options: A. holding jcc properly reserved jurisdiction on unmediated pfbs B. holding that the district court properly predicated jurisdiction on 1361 C. holding order in dependency proceeding was nonfinal where order reserved jurisdiction to determine integrallyrelated visitation and support issues D. holding order was nonfinal where order reserved jurisdiction to determine integrallyrelated visitation and child support issues E. holding jcc has subject matter jurisdiction over discovery requests filed by injured worker who is pursuing benefits even before pfb is filed

assistant: The best answer is A. holding jcc properly reserved jurisdiction on unmediated pfbs
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: four claims against the Individual Defendants in their official capacities, including one constitutional claim and three statutory claims under Title II of the ADA, § 504 of the Rehabilitation Act, and 42 U.S.C. § 1983. Insofar as Plaintiff requests prospective injunctive relief, all of these claims fit squarely within the Ex parte Young exception and are not barred by the Eleventh Amendment. The Ex parte Young doctrine ensures the protection of individuals’ federal rights by allowing suits for prospective injunctive relief against state officials in their official capacity. It is beyond dispute that Ex parte Young actions may be maintained for violations of Title II of the ADA, § 504 of the Rehabilitation Act, and 42 U.S.C. § 1988. See Harris v. Mills, 572 F.3d 66, 72 (2d Cir.2009) (<HOLDING>); Dube v. State Univ. of New York, 900 F.2d Options: A. holding that in a suit against state officials in their official capacities monetary relief unlike prospective injunctive relief is generally barred by the eleventh amendment B. holding that title ii ada suits and rehabilitation act suits for prospective injunctive relief may be brought under ex parte young against state officers in their official capacities C. holding suits against state officials for prospective injunctive relief are permissible because they are in effect suits against the officials in their individual capacities D. holding that punitive damages may not be awarded in suits brought under 202 of the ada and 504 of the rehabilitation act E. holding that eleventh amendment does not bar suits for prospective injunctive relief against state officials in their official capacity

assistant: The best answer is B. holding that title ii ada suits and rehabilitation act suits for prospective injunctive relief may be brought under ex parte young against state officers in their official capacities
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: first touched her. It could be argued the present case fits within any of the three rules set out in King. The act of lying on top of the victim could be viewed as a single act by which both physical restraint and criminal sexual abuse were accomplished, and therefore this case would fit under rule (1). The act of lying on top of the victim could be viewed as the act by which the physical restraint was accomplished, and the fondling of the victim’s breasts and kissing her mouth and neck could be viewed as the acts by which the criminal sexual abuse was accomplished, thereby placing this case within rule (2). If the physical restraint here were held not to be a lesser included offense of criminal sexual abuse (the question what constitutes a lesser in 1029, 554 N.E.2d 556, 564 (<HOLDING>)) — unless based on separate acts. Similarly, Options: A. holding criminal sexual assault and unlawful restraint included offenses of aggravated crimi nal sexual assault and vacating convictions and sentences on former offenses B. holding in a multiplepunishment case that aggravated sexual assault focuses on prohibited conduct C. holding that allegations of sexual assault by an employee of the church fell within coverage for sexual misconduct D. holding that merger did not apply because sexual assault was not a lesser included offense of seconddegree kidnapping involving sexual assault E. holding unlawful restraint an included offense of aggravated criminal sexual assault so conviction on the former was vacated

assistant: The best answer is A. holding criminal sexual assault and unlawful restraint included offenses of aggravated crimi nal sexual assault and vacating convictions and sentences on former offenses
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 Borrowers hereby agree to pay all costs and expenses incurred by the Bank in connection with the preparation of this Amendment and the consummation of the transactions described herein, including, without limitation, the reasonable attorneys’ fees and expenses of the Bank.

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: No failure on the part of either party to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of either party in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. Neither party shall be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered by the party to be charged; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The issuance and sale by the Company of the Purchased Shares, the application of the proceeds thereof, the execution, delivery and performance of the Transaction Documents and the consummation of the transactions contemplated thereby by each Company Entity do not and will not (a) contravene the terms of any of such Person’s Organizational Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law or any rule or regulation of any self-regulatory organization or other non-governmental regulatory authority (including, without limitation, the rules and regulations of NASDAQ), except in the case of clauses (b) and (c) for such violations which could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

assistant: No Conflicts
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 of the Lenders hereby irrevocably appoints Barclays Bank PLC to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders and, except as specifically provided in Section 8.06(a) and (b) , the Borrower shall not have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The authorized capital stock of the Company and the shares thereof currently issued and outstanding as of April 1, 2019 is set forth in the Company’s Form 10-K Annual Report for the period ended December 31, 2018 (the “ Form 10-K ”) and, except as set forth in the on Schedule 2.1(c) hereto , is the authorized and issued and outstanding capital stock of the Company as at the date hereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The initial term of this Agreement shall be for a period of twenty (20) years, with the Services commencing on the _________________ ("Rent Commencement Date") and terminating on the 20th anniversary date of the Rent Commencement Date (the " "). Following the Initial Term, this Agreement shall automatically renew for four (4) consecutive periods of five (5) years each (each a " "). The Initial Term together with the Renewal Term shall be collectively referred to herein as the " ". The Parties agree that the Association shall not have the right to terminate this Agreement during the Initial Term or any Renewal Term except for an Uncured Event of Default (as defined in Section 21 hereof) or as otherwise set forth in Section authorized under Section 718.302, F.S. The Association acknowledges and agrees that the length of the Term is a material inducement for Lessee entering this Agreement and providing the Services.

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: because the conclusion is dependent upon the facts and circumstances of the particular case. As a general matter, a finding of fact or a mixed determination of law and fact is clearly erroneous when (1) the record lacks substantial evidence to support the finding or determination, or (2) despite substantial evidence to support the finding or determination, the appellate court is left with the definite and firm conviction that a mistake has been made. Substantial evidence is credible evidence which is of sufficient quality and probative value to enable a person of reasonable caution to support a conclusion. Id. at 499, 146 P.3d at 1076 (emphasis added) (internal quotation marks, citations, and brackets omitted); see Sierra Club v. Dep’t of Transp., 115 Hawai'i 299, 167 P.3d 292 (2007) (<HOLDING>); Peroutka v. Cronin, 117 Hawai'i 323, 326, Options: A. holding constitutional questions reviewed de novo under the rightwrong standard B. holding that where the issues are basically questions of law and the trial court has reviewed them de novo due process is provided C. holding that in general an agencys conclusion of law that presents mixed questions of fact and law is reviewed under the clearly erroneous standard but questions concerning whether an agency has followed proper procedures or considered the appropriate factors in making its determination are questions of law which are reviewed de novo D. holding questions of law related to class certification are reviewed de novo E. recognizing that mixed questions of fact and law that are essentially factual in nature should be reviewed under the clearly erroneous standard as opposed to the generally administered de novo standard

assistant: The best answer is C. holding that in general an agencys conclusion of law that presents mixed questions of fact and law is reviewed under the clearly erroneous standard but questions concerning whether an agency has followed proper procedures or considered the appropriate factors in making its determination are questions of law which are reviewed de novo
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 agree that (a) the provisions of this Agreement will be severable in the event that for any reason whatsoever any of the provisions hereof are invalid, void or otherwise unenforcable, (b) any such invalid, void or otherwise unenforceable provisions will be replaced by other provisions which are as similar as possible in terms to such invalid, void or otherwise unenforceable provisions but are valid and enforceable, and (c) the remaining provisions will remain valid and enforceable to the fullest extent permitted by applicable law.

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 legal provision and list the applicable contract clause categories. Provision: This Agreement may be amended or modified (a) as provided in Section 3.10 of this Agreement or (b) upon the consent of the Majority Members; provided that, solely for purposes of clause (b) of this Section 16.03 , the second reference to “a majority” in the definition of Majority Members shall be deemed to be “thirty-three percent (33%) or more”. Notwithstanding the foregoing, no amendment or modification (x) to this Section 16.03 may be made without the prior written consent of the Manager and each of the Members, (y) to any of the terms and conditions of this Agreement which terms and conditions expressly require the approval or action of certain Persons may be made without obtaining the consent of the requisite number or specified percentage of such Persons who are entitled to approve or take action on such matter, and (z) to any of the terms and conditions of Article VI or Section 14.01 (and related definitions as used directly or indirectly therein) may be made without the prior written consent of the Manager, which consent may be given or withheld in the Manager’s sole discretion.

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 case excerpt and choose the best holding from the options. Case excerpt: the Report, the papers filed in support of and in opposition to the objection and motion for de novo review, and the papers filed in support of and in opposition to defendant’s motion to quash, the Court deems the matter suitable for decision on the papers, VACATES the hearing scheduled for January 21, 2005, and rules as follows: 1. The deadline to file an objection to the Report is ten court days after October 28, 2004, the date of service of the Report, see Fed.R.Civ.P. 6(a), 72(b), ie., November 11, 2004, to which date three days are added to account for the service of the Report by mail, see Fed.R.Civ.P. 6(e), thus extending the deadline to November 14, 2004, to which date, because November 14, 2004 was a Sunday, one court day is added, see Fed.R.Civ 573, 580 (N.D.Cal.1999) (<HOLDING>). 3. The Court, having reviewed the file de Options: A. holding that where plaintiff reata failed to demonstrate waiver of citys immunity from liability under tort claims act plaintiffs claims were properly dismissed and plaintiff was not entitled to replead B. holding plaintiff must make some showing that an act giving rise to civil liability actually occurred finding plaintiff entitled to conduct discovery to learn identity of defendant where plaintiff offered evidence sufficient to demonstrate defendants committed an unlawful act C. holding that plaintiff must present such evidence D. holding that the defendants were entitled to qualified immunity where the plaintiff failed to demonstrate that speech was public concern E. holding that in order to establish liability under the ada the plaintiff must demonstrate that the defendant was an employer within the meaning of the statute

assistant: The best answer is B. holding plaintiff must make some showing that an act giving rise to civil liability actually occurred finding plaintiff entitled to conduct discovery to learn identity of defendant where plaintiff offered evidence sufficient to demonstrate defendants committed an unlawful act
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 payments made, or deemed made, pursuant to this Agreement shall be made free and clear of, and without deduction for, any Taxes except to the extent required by applicable law. Prior to withholding any Taxes other than Lessee Covered Taxes from any payment hereunder, Lessee(s) and/or Servicer shall consult with Lessor in good faith as to the withholding to be made.

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 case excerpt and choose the best holding from the options. Case excerpt: high among the interests in our jurisprudential system is that of finality of judgments. It has become almost a judicial commonplace to say that litigation must end somewhere, and we reiterate our firm belief that courts should not casually permit the relitigation of litigated issues out of a friendliness to claims of unfortunate failures to put in one’s best case. 563 F.2d at 33. Turning to the prevailing doctrine, it should be no surprise that for a movant’s case to succeed, the material offered in support of his Rule 60(b)(6) motion must be “highly convincing.” Id. For example, it is well established that a supervening change in decisional law on its own is insufficient to afford relief under Rule 60(b)(6). See id.; Batts v. Tow-Motor Forklift Co., 66 F.3d 743, 749 (5th Cir.1995) (<HOLDING>). In fact, absent a sufficient showing of Options: A. holding that the state law violated equal protection principles B. holding the best interest of the child standard does not violate federal constitutional principles C. holding that changes in decisional law based on constitutional principles are not of themselves extraordinary circumstances sufficient to justify rule 60b6 relief D. recognizing that postoffense rehabilitative efforts while normally not grounds for departure may support departure in extraordinary circumstances and noting that the totality of the circumstances may justify a departure where a single circumstance is not alone sufficient E. holding in review of a downward departure that an extraordinary reduction must be supported by extraordinary circumstances

assistant: The best answer is C. holding that changes in decisional law based on constitutional principles are not of themselves extraordinary circumstances sufficient to justify rule 60b6 relief
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: year. Instead, he was offered a “terminal” contract for that year at a lower salary. Plaintiff charges in his complaint that his demotion and ultimate termination were in retaliation for his activities in the Minority Caucus. Following his termination at the end of the 1976-77 school year, plaintiff filed a charge of discrimination with the Illinois Fair Employment Practices Commission (the Commission). By the terms of the Fair Employment Practices Act then in force, the Commission was required to issue a complaint or, alternatively, an order that no complaint issue, within 180 days of plaintiff’s charge. (See Ill. Rev. Stat. 1977, ch. 48, par. 858.01(a); see also Springfield-Sangamon County Regional Plan Com. v. Fair Employment Practices Com. (1978), 71 Ill. 2d 61,68,373 N.E.2d 1307 (<HOLDING>).) The Commission did not act on plaintiff’s Options: A. holding that the language of the iad is mandatory and absolute B. holding that the statute is mandatory C. holding that the language of the statute is mandatory and the commission must act within 180 days D. holding that a party must file an eeoc charge within 180 days from the date the unlawful act occurred or lose the ability to recover for it E. holding fouryear statute of limitations in section 95113f applies to claims under florida civil rights act when commission on human relations fails to make reasonable cause determination within 180 days

assistant: The best answer is C. holding that the language of the statute is mandatory and the commission must act within 180 days
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: There is no action, suit, arbitration, inquiry, investigation or proceeding by or before any Governmental Entity (each an “ Action ”) pending or, to the knowledge of the Company, threatened in writing against or affecting the Company or any Company Subsidiary or to which any of their assets are subject, nor is the Company or any Company Subsidiary subject to any order, judgment or decree, in each case except as would not reasonably be expected to have a Material Adverse Effect. Except as would not reasonably be expected to have a Material Adverse Effect, there is no unresolved violation, criticism or exception by any Governmental Entity with respect to any report or relating to any examinations or inspections of the Company or any Company Subsidiaries.

assistant: Litigations
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: While he is an employee of the Company, Employee shall be entitled paid vacation that accrues at a rate of 1.66 days for each month worked (20 days per calendar year). Employee shall have the right to carryover unused vacation from one calendar year to the next, to the extent permitted by the Company’s policy from time to time in effect, up to a maximum of 10 carryover days.

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 legal provision and list the applicable contract clause categories. Provision: Subject to the terms and conditions set forth in this Agreement, at the Closing the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the 12,100,000 Shares. The Closing shall take place at the offices of Brunson Chandler & Jones, PLLC, 175 South Main Street, 14 th Floor, Salt Lake City, Utah 84111, on the Closing Date or at such other location or time as the parties may agree.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: relationship to the parties or transaction and there is no other reasonable basis for the parties' choice of law, or (b) application of Virginia law "would be contrary to a fundamental policy of a state which has a materially greater interest than the chosen state in the determination of the particular issue and which, under the rule of [Restatement (Second) of Conflict of Laws] § 188, would be the state of the applicable law in the absence of an effective choice of law by the parties.” Restatement (Second) of Conflict of Laws § 187 (1971). Plaintiffs do not claim Virginia has no substantial relation to the transaction; after all, Virginia is where AOL has its principal place of business. See Discover Bank v. Superior Court, 134 Cal.App.4th 886, 36 Cal. Rptr.3d 456, 458-59 (2005) (<HOLDING>). To determine whether California "has a Options: A. holding that under certain conditions a bank assumes a duty to disclose facts material to a transaction B. holding that bank had right to set off funds in a customers account against debt that the bank customer had incurred as a surety or guarantor C. holding judge in bank robbery prosecution did not abuse discretion in refusing to excuse juror whose wife was bank employee or juror whose daughter had been victim of bank robbery D. holding delaware had a substantial relation to transaction where defendant discover bank was domiciled in that state E. holding the bank liable where the bank had almost complete control over the operation of the company during its last three quarters of operation and where withheld taxes were not paid to the irs on instructions from the bank

assistant: The best answer is D. holding delaware had a substantial relation to transaction where defendant discover bank was domiciled in that 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 case excerpt and choose the best holding from the options. Case excerpt: Inc., 225 Ark. 818, 286 S.W.2d 491 (1956) (stating that there should be no right to flood the property to interfere with the natural flow of water onto the property). Appellant urges that the same law should apply here, and the pumping of water backwards over a dam and into the lake is certainly not would be at 168 feet naturally— if nojjwater were pumped out or in — the reasonable-use theory in Harris, supra, would be applicable because it seeks to promote the greatest beneficial use of the water by riparians with minimal harm to others. They assert that the theory has been extended by our supreme court to subterranean and percolating waters, showing that it is not to be so narrowly limited as appellant argues. See Jones v. Oz-Ark-Val Poultry Co., 228 Ark. 76, 306 S.W.2d 111 (1957) (<HOLDING>). Appellees raise the question that if the Options: A. holding that woman has constitutionally protected right to determine for any reason or no reason to terminate her pregnancy B. holding that wetlands adjacent to navigable waters are included in the term territorial waters C. holding that a reason cannot be proved to be a pretext for discrimination unless it is shown both that the reason was false and that discrimination was the real reason D. holding that there was no good reason not to apply harris to subterranean waters E. holding that there is no acrosstheboard prescription regarding the appropriate deference to give the guidelines but that a district court may have good reason to follow the guidelines in a particular case

assistant: The best answer is D. holding that there was no good reason not to apply harris to subterranean waters