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: 1347, 39 L.Ed.2d 662 (1974). Moreover, suits against a state, brought in federal court, for violation of a state law, are also barred by the Eleventh Amendment, even if the court would otherwise have supplemental jurisdiction over state law claims. Pennhurst State Sch. & Hosp. v. Halderman, 465 U.S. 89, 106, 104 S.Ct. 900, 79 L.Ed.2d 67 (1984); see also McNeilus Truck & Mfg., Inc. v. Ohio ex rel. Montgomery, 226 F.3d 429, 438 (6th Cir.2000). Plaintiff has not'pointed the Court to any provision of state or federal law that would waive Maryland’s sovereign immunity, and the Court does not find a waiver in any of the state or federal statutes that plaintiff cites as the basis for his claims. See Atascadero State Hosp. v. Scanlon, 473 U.S. 234, 239-40, 105 S.Ct. 3142, 87 L.Ed.2d 171 (1985) (<HOLDING>), quoting Edelman v. Jordan, 415 U.S. 651, 673, Options: A. holding that a statute shall not be given retroactive effect unless such construction is required by explicit language or by necessary implication B. holding that courts will only find a waiver of sovereign immunity by the most express language or by such overwhelming implication from the text as will leave no room for any other reasonable construction C. holding that indiana courts will only engage in statutory interpretation if the language of the statute is ambiguous D. holding that we will not grant relief unless the indictment is so obviously defective as not to charge the offense alleged by any reasonable construction E. holding same as to an easement by implication

assistant: The best answer is B. holding that courts will only find a waiver of sovereign immunity by the most express language or by such overwhelming implication from the text as will leave no room for any other reasonable construction
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: i. you agree not to collect or harvest any personal data of any user of the website or any service ( and agree that this shall be deemed to include youtube account names ) ;

assistant: None
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The RSUs are not intended to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “ Section 409A ”). Notwithstanding any other provision of the Plan, the Grant Notice or this Agreement, if at any time the Administrator determines that the RSUs (or any portion thereof) may be subject to Section 409A, the Administrator shall have the right, in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so, and without Participant’s consent), to adopt such amendments to the Plan, the Grant Notice or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Administrator determines are necessary or appropriate for the RSUs either to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. This Section 3.14 does not create an obligation on the part of the Company to modify the Plan or this Award Agreement and does not guarantee that the RSUs will not be subject to taxes, interest and penalties under Section 409A. For the avoidance of doubt, Participant is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or for his account in connection with this Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any Affiliate shall have any obligation to indemnify or otherwise hold Participant (or any beneficiary) harmless from any or all of such taxes or penalties.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement has been, and each of the Notes to be delivered by it hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with their respective terms subject to (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors and (ii) general principles of equity, regardless of whether applied in proceedings in equity or at law.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Subsidiaries listed on Section 4.15 of the Company Disclosure Schedule constitute all of the Significant Subsidiaries of the Company at the Closing Date. Section 4.15 of the Company Disclosure Schedule sets forth as of the Closing Date the name and jurisdiction of incorporation or formation of each such Subsidiary and, as to each, the percentage of each class of Equity Interests owned by the Company or each Subsidiary of the Company, as applicable. All of the outstanding Equity Interests in the Significant Subsidiaries of the Company have been validly issued, and (to the extent applicable) fully paid and non‑assessable.

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: of the contract, and (3) damages. See AIB Mortgage Co. v. Sweeney, 687 So.2d 68, 69 (Fla. 3rd Dist.Ct.App.1997). Moreover, Florida law provides that “[a] contract for sale of goods may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of such a contract.” Fla. Stat. § 672.204(1) (adopting U.C.C. 2-204). This statute includes “shrinkwrap contracts” like the one at issue, where an agreement becomes effective as soon as a customer opens the product. Tracfone Wireless, Inc. v. Access Telecom, Inc., 642 F.Supp.2d 1354, 1364 (S.D.Fla.2009). In “Florida and the federal circuits, shrinkwrap agreements are valid and enforceable contracts.” Salco Distribs., LLC v. iCode, Inc., 2006 WL 449156 at *2 n. 5 (M.D.Fla. Feb. 22, 2006) (<HOLDING>) (quoting ProCD, Inc. v. Zeidenberg, 86 F.3d Options: A. holding that performance may be valid acceptance B. holding that a valid contract requires acceptance of an offer C. holding purchaser of software product was bound by terms of shrinkwrap agreement upon opening the packaging of the product reasoning that a vendor as master of the offer may invite acceptance by conduct and may propose limitations on the kind of conduct that constitutes acceptance a buyer may accept by performing the acts the vendor proposes to treat as acceptance D. holding that complete performance of contract constituted acceptance E. holding that absence of judicial opinions demonstrating acceptance by other courts of particular type of scientific technique should not by itself foreclose finding of general scientific acceptance and reliability

assistant: The best answer is C. holding purchaser of software product was bound by terms of shrinkwrap agreement upon opening the packaging of the product reasoning that a vendor as master of the offer may invite acceptance by conduct and may propose limitations on the kind of conduct that constitutes acceptance a buyer may accept by performing the acts the vendor proposes to treat as acceptance
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of the Government’s evidence, criticized the Defendants for turning down plea offers from the Government, urged the Defendants to attempt “to dispose of the charges against them on a reasonable basis,” and explained to the Defendants that even if the prosecution would not recommend the sentence the Defendants desired, this should not prevent a plea because the court—not the prosecution— would determine the sentence. In sum, as the Government recognizes, the Defendants have established plain Rule 11 error. The record here thus markedly differs from cases in which judicial comments after completion of the plea agreement or a single brief remark during negotiations have been held not to constitute impermissible judicial participation in plea discussions. Compare Cannady, 283 F.3d at 644 (<HOLDING>); United States v. Bierd, 217 F.3d 15, 21 (1st Options: A. holding in a suit to establish the existence of an oral agreement for the sale of stock that the judicial admission exception was not satisfied by the plaintiffs deposition testimony acknowledging that before negotiations had broken down the parties had reached an agreement with regard to price and quantity of stock and had drafted a document reflecting the agreement B. holding that courts comments after the parties had reached a definite agreement that had been reduced to writing and executed by the defendant and the government all without any direct involvement by the district judge did not violate rule 11 C. holding that in determining whether the district court had correctly calculated fraud loss the jurys acquittal establishes only that there was reasonable doubt as to the defendants involvement with such conduct and the district court was still free indeed obliged to consider whether his involvement had been proved by a preponderance of the evidence D. holding that it was error for the court to enter a modified agreement which materially altered the agreement reached by the parties E. holding that courts of appeals should review all aspects of the district courts rule 11 determination for abuse of discretion and noting that the district court has broad discretion to impose rule 11 sanctions

assistant: The best answer is B. holding that courts comments after the parties had reached a definite agreement that had been reduced to writing and executed by the defendant and the government all without any direct involvement by the district judge did not violate rule 11
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) Each borrowing by the Borrower from the Lenders hereunder, each payment by the Borrower on account of any commitment fee and any reduction of the Revolving Commitments of the Lenders shall be made pro rata according to the respective Term Percentages or Revolving Percentages, as the case may be, of the relevant Lenders. Each payment (including prepayments, and except as set forth in Section 2.12(f)) in respect of principal or interest in respect of the Term Loans and each payment in respect of fees payable hereunder shall be applied to the amounts of such obligations owing to the Term Lenders, pro rata according to the respective amounts then due and owing to such Lenders.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall terminate upon the expiry of the Standstill Period (subject to any extension as provided herein), provided that Section 7 of this Agreement shall survive for a period of eighteen months after the date on which no Basswood Director serves as a director of the Company.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If the whole of the Premises be condemned and taken, rent hereunder shall cease from the time Tenant shall be deprived of possession of the Premises, and this Lease shall thereupon terminate and Landlord shall refund to Tenant any prepaid and unearned rent. If a part, but not the whole, of the Premises be so taken or condemned, then this Lease and all of its provisions shall continue in full force and effect as to the remainder of the Premises not so taken, except that the base rental to be paid by Tenant may be adjusted as provided in Paragraph 9.3, if the provisions of said paragraph are applicable; provided, nonetheless, that in the event of a partial condemnation and taking which materially and substantially interferes with the operation of Tenant's business, Tenant shall have the right, by notice given to Landlord not later than 60 days following the date Tenant shall be deprived of possession of a portion of the Premises, to terminate this Lease, and upon the giving of such notice, this Lease shall terminate as of the date specified in the notice. Any rents and other amounts and obligations due hereunder shall be apportioned as of said date.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE LOAN PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE LOAN PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT ANY CREDIT PARTY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 2 Minneapolis, Minn.Code of Ordinances § 21.10. In contrast, the Fire Chief is limited in his authority to the operations of the Fire Department. 9 Minneapolis, Minn.Code of Ordinances § 173.20. Thus, even though Chief Forte may have had final authority to determine whom to promote to Arson Investigator and also to design the particular procedures to, be used when doing so, he was not authorized to establish policy regarding employment practices, including policy regarding consideration of an employee’s union status or activity in making promotion decisions. See Greensboro, 64 F.3d at 966. As a matter of law, that authority rests with the Civil Service Commission and the City Coordinator, not the Fire Chief. Cf. Bechtel v. City of Belton, 250 F.3d 1157, 1158, 1161 (8th Cir.2001) (<HOLDING>). In sum, without authority delegated to him, Options: A. holding no municipal liability in light of city administrators ultimate authority to approve or rescind departmental personnel decisions despite evidence that the fire chief was in charge of establishing rules regula tions policies and procedures for the operation of the fire department B. holding that city may remedy imbalance in the composition of the fire department created by traditional segregative practices C. holding that a jurys finding that a city had delegated its final policymaking authority in the area of law enforcement to a city police chief was supported by the evidence and warranted imposing liability upon the city D. holding that obligation to pay mortgage on home was satisfied by payment of fire insurance proceeds where husband maintained fire insurance policy E. holding that the operation of the established laws of nature in the familiar forms of combustion the tendency of fire to persist when once started in wood and the effects of wind on fire are matters of common knowledge

assistant: The best answer is A. holding no municipal liability in light of city administrators ultimate authority to approve or rescind departmental personnel decisions despite evidence that the fire chief was in charge of establishing rules regula tions policies and procedures for the operation of the fire department
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: from the ballot without reference to the candidates’ support in the electoral process. Thornton, 514 U.S. at 835, 115 S.Ct. 1842 (emphasis supplied). The State has not demonstrated that § l-4-802(l)(g) protects the integrity or regularity of the election process and, as demonstrated above, the statute does involve measures that unjustly exclude various segments of the population from the ballot. We hold that the statute imposes additional qualifications to the exclusive qualifications set forth in the Constitution, and hence is impermissible. 3. Procedural Requirement The State, relying heavily on voter registration cases, also attempts to characterize voter registration as a simple procedure, or mechanical adjunct, that is authorized under Thornton. Id. at 832, .2d 484, 486 (1950) (<HOLDING>). We agree with Mr. Campbell’s assertions. We Options: A. recognizing that the government carved out a portion of a larger conspiracy and alleged it as a separate conspiracy B. holding that once a defendant becomes associated with a conspiracy he is responsible for all of the acts of the conspiracy even those which occurred before or after his association with the conspiracy C. holding that a person alleging a conspiracy to violate constitutional rights must do more than simply aver that a conspiracy existed D. holding that the notion of enterprise conspiracy has largely rendered the old distinction between single conspiracy and multiple conspiracy irrelevant to rico conspiracy charges E. holding that state cannot render person convicted of conspiracy to overthrow the government ineligible for congress

assistant: The best answer is E. holding that state cannot render person convicted of conspiracy to overthrow the government ineligible for congress
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 violations or failures that individually and in the aggregate could not reasonably be expected to have a Material Adverse Effect, each Loan Party will (i) file in a timely manner complete and correct U.S. federal and all applicable foreign, state and local tax returns required by law and (ii) pay when due all Taxes upon it or its income, profits or Property, except those which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been provided in accordance with GAAP.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: salt and the intent that the adulterated product enter into interstate commerce, we need not address the milk container issue: Whether the milk was within interstate commerce because it was bottled into containers that were in interstate commerce manufactured and labeled by Champion International Corporation, which is located in Morristown, New Jersey. 4 . Defendants have also raised the issue of the indictment merely alleging a de minimus effect on interstate commerce. We find this argument unavailing. Lopez, 514 U.S. at 558, 115 S.Ct. 1624 ("[Wjhere a general regulatory statute bears a substantial relation to commerce, the de minimus character of individual instances arising under the statute is of no consequence.”); see, e.g., United States v. DiSanto, 86 F.3d 1238 (1st Cir.1996) (<HOLDING>); United States v. Sweet, 548 F.2d 198, 202 Options: A. recognizing that the interstate nexus requirement is satisfied by proof of a probable or potential impact on interstate commerce B. holding that the government can satisfy the hobbs act interstate commerce requirement by showing that the robbery resulted in the closure of a business engaged in interstate commerce C. holding that the presence requirement of the carjacking statute was satisfied when keys were taken from a restaurant employee whose car was parked outside the restaurant D. holding that restaurant that bought and sold products produced outside of state satisfied interstate commerce requirement for federal arson statute E. holding that arson of an owneroccupied residence not used for any commercial purpose does not qualify as property used in commerce and is not subject to federal prosecution under federal arson statute

assistant: The best answer is D. holding that restaurant that bought and sold products produced outside of state satisfied interstate commerce requirement for federal arson statute
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: Corp., 512 F.Supp. 764, 779 (D.Kan.1981) (defendants did not establish that view of the premises was necessary and it was not apparent why it would be necessary). To the extent the parties wish to establish the physical layout of the cottages and the beach area where the accident occurred, they could do so accurately through aerial photographs and other demonstrative evidence or testimony. Id. D.The Defendants’ Ability to Implead Although not a specific Gilbert factor, the ability of defendants to bring a third-party action against other alleged wrong-doers can be considered a private interest factor within the enumerated consideration of making a trial “easy, expeditious and inexpensive.” Gilbert, 330 U.S. at 508, 67 S.Ct. at 843; see Piper Aircraft, 454 U.S. at 259, 102 S.Ct. at 267 (<HOLDING>). The district court did not discuss this Options: A. holding that inability to implead thirdparty defendants in federal court supported having trial in scotland B. holding that the governments cooperation with a thirdparty is not sufficient to establish a thirdparty beneficiary relationship C. holding that in order for a plaintiff to file suit against the government on a contract claim in the court of federal claims a plaintiff must have either direct privity or thirdparty beneficiary status D. holding that the opportunity for the states to exercise federal power by having a continued role in regulating local telecommunications came with a condition attached the submission to suit in federal court E. holding that a plaintiff who had asserted no claim against a thirdparty defendant lacked standing to complain of the courts action with regard to the thirdparty defendant

assistant: The best answer is A. holding that inability to implead thirdparty defendants in federal court supported having trial in scotland
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: Jackson, 378 U.S. at 376-77, 84 S.Ct. 1774. We have recognized that the right to such a hearing is subject to waiver by failure to properly challenge the confession in the trial court. United States v. Gonzalez, 548 F.2d 1185, 1190 (5th Cir.1977). The Supreme Court has also held, in applying the rule of Jackson v. Denno on habeas corpus review, that the “Constitution does not require a voluntariness hearing absent some contemporaneous challenge to the use of the confession.” Wainwright v. Sykes, 433 U.S. 72, 86, 97 S.Ct. 2497, 53 L.Ed.2d 594 (1977). In the ordinary case, a defendant who fails to raise the issue of voluntariness has waived it. United States v. Renteria, 625 F.2d 1279, 1283 (5th Cir.1980); see also United States v. Knezek, 964 F.2d 394, 397-98 (5th Cir.1992) (<HOLDING>). We have, nevertheless, held that certain Options: A. holding that an appellate court considers the entire record on appeal not just the evidence presented at the suppression hearing in affirming the denial of a motion to suppress B. holding that the district court did not abuse its discretion by finding that defendant had waived the opportunity for a suppression hearing on his confession by first moving to suppress the confession orally at the start of trial when no motion to suppress was filed no hearing requested and no objection to the admission of the statements was made C. holding that a defendant who fails to raise a specific issue as the basis for suppression in a motion to suppress to the district court has waived the right to raise that issue on appeal D. holding that consistent testimony given by three officers made it unlikely that defendants motion to suppress his confession as coerced would have been granted even though two witnesses to the interrogation had not testified at suppression hearing E. holding that counsels failure to move to suppress the defendants confession constituted ineffective assistance because it was obvious that the confession would have been suppressed

assistant: The best answer is B. holding that the district court did not abuse its discretion by finding that defendant had waived the opportunity for a suppression hearing on his confession by first moving to suppress the confession orally at the start of trial when no motion to suppress was filed no hearing requested and no objection to the admission of the statements was made
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: Executive shall receive a base salary (the “Base Salary”) paid by the Company at the annual rate of $595,000 (Five Hundred Ninety-Five Thousand Dollars), payable in accordance with the Company’s general payment practices, but no less frequently than monthly, in substantially equal installments, with the opportunity for increases from time to time thereafter in accordance with the Company’s regular executive compensation practices.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, if any, including pursuant to Section 13(a) or 15(d) thereof, preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) and registration statements filed with the Commission and available on EDGAR (the foregoing materials filed not later than ten (10) days before the date of this Agreement including the Form S-1, and including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “ SEC Reports ”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“ GAAP ”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. The Company is, and has no reason to believe that it will not in the foreseeable future continue to be in compliance with all its reporting requirements under the Securities Act and Exchange Act.

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 case excerpt and choose the best holding from the options. Case excerpt: a contributory negligence defense would absolve such providers from tort responsibility in the event of medical negligence and thus operate to undermine substantially such providers’ duty of reasonable care. Numerous other jurisdictions agree that, where a patient seeks medical treatment for a condition that may have arisen in whole or in part from the patient’s own negligence, such negli Dist.Ct.App.1975) (“[C]onduct of a patient which may have contributed to his illness or medical condition, which furnishes the occasion for medical treatment ... simply is not available as a defense to malpractice which causes a distinct subsequent injury — here, the ultimate injury, wrongful death”). But see Krklus v. Stanley, 359 Ill.App.3d 471, 480, 295 Ill.Dec. 746, 833 N.E.2d 952, 960 (2005) (<HOLDING>) (quotation marks omitted). The convergence of Options: A. holding that the absence of privity does not constitute a policy reason for not imposing liability where negligence is a substantial factor in causing the harm alleged B. holding that a motion for rule 37 sanctions should be promptly made thereby allowing the judge to rule on the matter when it is still fresh in his mind and that the motion should normally be deemed waived if it is not made prior to trial C. recognizing the general rule that a property owner is not liable for the negligence of an independent contractor D. holding that the obviousness of a danger is a factor for comparative negligence not a bar to recovery E. recognizing an exception to the general rule that the patients conduct prior to treatment should not be considered in assessing damages holding that comparative negligence applies when the plaintiffs negligence is a legally contributing cause of his harm if but only if it is a substantial factor in bringing about his harm and there is no rule restricting his responsibility for it

assistant: The best answer is E. recognizing an exception to the general rule that the patients conduct prior to treatment should not be considered in assessing damages holding that comparative negligence applies when the plaintiffs negligence is a legally contributing cause of his harm if but only if it is a substantial factor in bringing about his harm and there is no rule restricting his responsibility for 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 case excerpt and choose the best holding from the options. Case excerpt: employment contract, such claim fails as a matter of law. “Absent specific legislation, federal employees derive the benefits and emoluments of their positions from appointment rather than from any contractual or quasi-contractual relationships with the government.” Chu v. United States, 773 F.2d 1226, 1229 (Fed.Cir.1985) (citations omitted); see also Collier v. United States, 379 F.3d 1330, 1331 (Fed.Cir.2004) (“Civil Service employees hold their positions by appointment, not contract.”). To the extent Plaintiff claims that the television host position should have been issued to her as a POV position covered by the BPA, that claim would also fail because the Government only obligates itself to the extent of actual purchase orders issued and performed. See Freeman, 94-3 BCA at 135,-907 (<HOLDING>). Criminal Accusations and Tort Claims Options: A. holding that rfra provides no waiver of governmental immunity as a result the plaintiff has failed to state a claim under which he can recover the monetary damages he seeks B. holding that when contractor seeks payment for services never ordered under a bpa the government has no obligation to appellant and no contract exists under which appellant can pursue his claim C. holding trial court reversibly erred in not permitting appellant to withdraw his plea where court erroneously stated appellant could appeal motion was in fact not dispositive and appellant was entitled to rely on the courts statement D. holding no jurisdiction where appellant argued report was no report because it failed to mention appellant in any substantive way but trial court found report was merely deficient on element of causation as to appellant and granted extension E. holding that nonsignatories to a contract have no rights under the contract and thus no standing to assert claims under the contract

assistant: The best answer is B. holding that when contractor seeks payment for services never ordered under a bpa the government has no obligation to appellant and no contract exists under which appellant can pursue his claim
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: while exclusion of present claimants appears to have limited the opposition, it did not completely eliminate it. 14 . See Koniak, Feasting, supra note 4, at 1058; Crampton, supra note 4, at 829-30. 15 .In addition, the settlement’s silence regarding the actual compensation that claimants can expect — other than various caps and limitations on recovery — makes it difficult for class members and courts to evaluate the settlement. That lack of information might be one of the reasons that the intervenors chose not to attack the settlement's substantive fairness on appeal. 16 . The Ninth Circuit has held that a class action certified under rule 23(b)(1) and (b)(2) cannot bind absent plaintiffs unless they are allowed to opt out. Brown v. Ticor Title Ins. Co., 982 F.2d 386 (9th Cir. 1992) (<HOLDING>), cert, dismissed as improvidently granted, 511 Options: A. holding that a class action judgment awarding money damages will not bind an absent plaintiff without adequate notice B. holding that no class member may opt out of a rule 23b1 class action C. holding that a district of columbia consumer protection statute that authorized representative actions and did not reference class action requirements or mandate class certification was a separate and distinct procedural vehicle from a class action and thus did not constitute a class action under cafa D. holding that absent plaintiffs were not bound by a rule 23b1 b2 class action for money damages because the original class action court did not have personal jurisdiction over the plaintiffs and did not provide them with an optout right E. holding that a subsequent action was not barred because the initial court did not have jurisdiction over the claim

assistant: The best answer is D. holding that absent plaintiffs were not bound by a rule 23b1 b2 class action for money damages because the original class action court did not have personal jurisdiction over the plaintiffs and did not provide them with an optout right
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the Loan Parties and each of their Restricted Subsidiaries have timely filed all federal, state, foreign and other tax returns and reports required to be filed, and have timely paid all federal, state, foreign and other taxes (including in its capacity as a withholding agent), assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: charges under the Act is a piecemeal and inefficient method of addressing these issues. This is, however, the system the Legislature has put in place for challenging insurance rates. 28 . An obvious exception to the requirement of first seeking a hearing before the Commissioner to establish an excessive charge would be those instances where an insurer charged a rate that was above the amount on file with or authorized by the Commissioner. It is arguable that the cause of action established through West Virginia Code §§ 46A-3-109 and 46A-5-101 was intended to cover instances of wrongful or unconscionable charges rather than inviting any ongoing inquiry into the reasonableness of insurance charges. See, e.g., Dunlap v. Friedman's, Inc., 213 W.Va. 394, 399, 582 S.E.2d 841, 846 (2003) (<HOLDING>). 29 . In the event that we are misinterpreting Options: A. holding that a deceptive practice consists of a material representation or omission that is likely to mislead consumers acting reasonably under the circumstances B. holding california ucl fal and clra claims depend on the common question of whether the labels at issue are unlawful unfair deceptive or misleading to reasonable consumers C. recognizing purpose of ccpa as protection of consumers from unfair illegal or deceptive acts D. holding that recovery under the north carolina unfair and deceptive trade practices act is limited to those situations when a plaintiff can show that plaintiff detrimentally relied upon a statement or misrepresentation and he or she suffered actual injury as a proximate result of defendants deceptive statement or misrepresentation E. holding that actual reliance is not required to establish injury under nc gen stat 5863151 2001 which governs the unfair methods of competition and unfair and deceptive acts or practices in the business of insurance

assistant: The best answer is C. recognizing purpose of ccpa as protection of consumers from unfair illegal or deceptive acts
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: takes place that it poses the potential for additional members for the country club. There was even some conversation, although I can’t officially state it, that apparently one of the developers had talked about linking with Mission Valley. Tr. 175. Messrs. Durrance and Dellos did not describe what such access would have entailed in the before condition. The gravamen of Plaintiffs’ claim for lost access damages was JMC’s severance by the rails corridor from “native wooded lands, well maintained single family homes, and [a] golf course” on Mission Valley. PX 21B (BB-PLTF-13050); Pis.’ Post-Trial Br. 38. The mere adjacency of JMC to Mission Valley does not equate to potential access or the right to severance damages. See United States v. Mattox, 375 F.2d 461, 463 (4th Cir.1967) (<HOLDING>). Plaintiffs have not established a manifest Options: A. holding that congress envisioned two separate petitions filed to review two separate final orders B. holding that if subsequent to the taking and before the trial the ordinance was actually amended to permit the previously forbidden use then that of itself was weighty evidence of the existence at the time of the taking of the fact that there was a reasonable probability of an imminent change C. holding that lack of a separate judgment does not preclude the taking of an appeal from a district courts final decision because the parties may waive the separate judgment requirement where one has accidentally not been entered D. holding that premises owner had duty to use degree of care in performing activities that owner of ordinary prudence would use under same or similar circumstances E. recognizing that mere proximity or possibility of an integrated use of two separate tracts use will not confer upon the owner a right to severance damages without reasonable probability that the separate tracts could have been combined for such integrated use before the taking

assistant: The best answer is E. recognizing that mere proximity or possibility of an integrated use of two separate tracts use will not confer upon the owner a right to severance damages without reasonable probability that the separate tracts could have been combined for such integrated use before the taking
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 be vigilant in the protection of its own interests; that party must bring its action in a timely fashion or run the risk of forfeiting the opportunity to obtain redress. In sum, we are satisfied that the Commission’s view of § 45-2516(e), and its application to rent ceilings, is consistent, well-established, and reasonable. Because petitioners did not file a timely challenge to the June 1986 rent ceiling adjustment, their present action is foreclosed. Affirmed. 1 . The Rental Housing Act confers primary jurisdiction over rent overcharge petitions upon the Rent Administrator, the designated head of the Rental Accommodations and Conversion Division (RACD). See D.C.Code §§ 45-2513(a), - 2514(c), -2526(a) (1996); Drayton v. Poretsky Management, Inc., 462 A.2d 1115, 1120 (D.C.1983) (<HOLDING>). 2 . Petitioners asserted, “the record shows Options: A. holding that where a superior court judge was named a defendant in an action for a writ of mandamus the prosecuting attorney is the proper court representative of the superior court judge B. holding the fact remains however that such standard appears to be the law of this state as enunciated in the decisions of the court of appeals discussed previously unless those decisions are either explained away or overruled by the court of appeals itself this court must follow what a majority of its members discern to be the precept to be drawn from them ie proof of fraud in a civil action either in law or in equity must be clear and convincing only the court of appeals could disabuse of that notion C. holding that superior court judge may not undertake to adjudicate the validity of a rent increase but rather must stay any pending action to await the rulings of the rent administrator and if appeals are taken of the commission and this court D. holding superior court lacked authority to remand to commission E. holding that the appeals court may affirm the ruling of the district court on any basis which the record supports

assistant: The best answer is C. holding that superior court judge may not undertake to adjudicate the validity of a rent increase but rather must stay any pending action to await the rulings of the rent administrator and if appeals are taken of the commission and this court
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 following provisions of this Agreement will survive the expiration or termination of this Agreement: Section 1.9 (End of ASO Development Candidate Identification Term); Section 1.10 (Carryover Development Candidates); ARTICLE 2 (Exclusivity Covenants) (solely to the extent set forth in Section 2.4 (Exclusivity Under Original Agreement)); Section 3.2 (Option and Option Deadline) (but only with respect to each Party’s transfer obligations thereunder); Section 4.1.3 (Effect of Termination on Sublicenses); Section 4.2.2 (Grant Back to Ionis); Section 4.3 (Data Licenses); Section 4.4.3 (Enabling License to Biogen); Section 4.4.4 (Enabling License to Ionis); Section 4.5 (Licenses to Ionis for Biogen Results); Section 4.6 (Right to Obtain Direct License from Biogen to Ionis Partner; Sublicensees of Ionis); Section 4.7.2 (Priority Review Vouchers) (but not in the case where this Agreement is terminated under Section 10.2.2 , Section 10.2.4(a) or Section 10.2.5(a) ); Section 5.4 (Research and Manufacturing Records); Section 6.7 (Reverse Royalty Payments to Biogen for a Discontinued Product); Section 6.9.3 (Records Retention); Section 6.10 (Audits); Section 6.13 (Exclusion of Products under Original Agreement); Section 7.1.1 (Ionis Technology and Biogen Technology); Section 7.1.2 (Agreement Technology); Section 8.4 (Disclaimer); ARTICLE 9 (Indemnification; Insurance); Section 10.2.3(b) ; Section 10.2.7 (Termination for Insolvency); Section 10.4 (Consequences of Expiration or Termination of the Agreement) (except Section 10.4.5 (Remedies Available to Biogen after Ionis’ Material Breach After Option Exercise)); ARTICLE 11 (Confidentiality); ARTICLE 12 (Miscellaneous) and Appendix 1 (Definitions) (to the extent definitions are embodied in the foregoing listed Articles and Sections).

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: If any term or provision of this Separation Agreement or any portion thereof is declared illegal or unenforceable by any court of competent jurisdiction, such provision or portion thereof shall be deemed modified so as to render it enforceable, and to the extent such provision or portion thereof cannot be rendered enforceable, excluding the general release language, this Separation Agreement shall be considered divisible as to such provision which shall become null and void, leaving the remainder of this Separation Agreement in full force and effect.

assistant: Severability