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: Prop.Code Ann. § 202.003(a). Notice A purchaser is bound only by those restrictive covenants of which he has actual or constructive notice. Davis v. Huey, 620 S.W.2d 561, 565-66 (Tex.1981). Jennings concedes that he had notice of the deed restriction prohibiting mobile homes, but argues that because of his independent research and the information he received from government agencies, he was acting on a good-faith belief that his home did not violate the restriction. Jennings’s good-faith belief, however, is irrelevant. A purchaser is bound by restrictive covenants of which he has notice, regardless of whether he believed that his actions violated the restriction. See Pheasant Run Homeowners Assoc., Inc. v. Kastor, 47 S.W.3d 747, 758-54 (TexApp.-Houston [14th Dist.] 2001, pet. denied) (<HOLDING>); Tien Tao Assoc., Inc. v. Kingsbridge Park Options: A. holding that property owners who are aware of deed restrictions and accompanying guidelines are considered to be on notice of such restrictions despite believing that guidelines are unclear and inapplicable B. holding that commentary accompanying guidelines is binding C. holding district courts are entitled to vary from the guidelines based on a policy disagreement with those guidelines D. holding that property owner could not argue it had no notice of deed restrictions simply because guidelines were unclear when owner acknowledged having copy of such restrictions E. holding that the cocaine guidelines are advisory only

assistant: The best answer is A. holding that property owners who are aware of deed restrictions and accompanying guidelines are considered to be on notice of such restrictions despite believing that guidelines are unclear and inapplicable
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: pays the costs of the condemnation as required by 21 U.S.C. § 334(e). For example, in United States v. Articles of Drug. . .Penapar VK, 458 F.Supp. 687 (D.Md.1978), the court found that because there was “no longer any dispute [between the government and claimant] concerning condemnation and destruction of the drugs,” the claimant’s motion to withdraw should be granted. Id. at 689. The only remaining dispute in that case was over costs, and the court found that § 334(e) required the claimant to pay them. Id. See also United States v. 302 Cases, of Frozen Shrimp, 25 F.Supp.2d 1352, 1357 (M.D.Fla.1998) (stating that a claimant may withdraw from a case, but withdrawal does not waive liability for costs); United States v. 374/100 Pound Burlap Bags, 1989 WL 36948 (E.D. Pa. April 13, 1989) (<HOLDING>). Thus, the Court finds that although Options: A. holding that debtor was liable to the commonwealth for past and future cleanup costs B. holding that the department of transportation was liable under the mtca but that it was not responsible for any of the cleanup costs C. holding that investigatory costs are considered costs of response under cercla D. holding that the issue of whether the plaintiffs claim was barred by an intervening cause was not an affirmative defense but merely an assertion that the plaintiff cannot prove a necessary element of its claim E. holding that an intervening claimant in a civil forfeiture case may withdraw its claim but is still liable for costs of condemnation

assistant: The best answer is E. holding that an intervening claimant in a civil forfeiture case may withdraw its claim but is still liable for costs of condemnation
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: over the state law claims under 28 U.S.C. § 1367(c)(3). Plaintiffs now appeal. Analysis 1. The Stored Communications Act provides a cause of action against anyone who “intentionally accesses without authorization a facility through which an electronic communication service is provided ... and thereby obtains, alters, or prevents authorized access to a wire or electronic communication while it is in electronic storage.” 18 U.S.C. §§ 2701(a)(1), 2707(a). “[Electronic storage” means either “temporary, intermediate storage ... incidental to ... electronic transmission,” or “storage ... for purposes of backup protection.” Id. § 2510(17). The Act exempts, inter alia, conduct “authorized ... by the person or entity providing a wire or electronic communications service,” i Cir.1991) (<HOLDING>). We interpret federal statutes in light of the Options: A. holding that district court is not required to word jury instructions in any particular way so long as it correctly states the law B. holding that reasonable access includes general facility access without notice and patient access with twentyfour hour notice C. holding that attendance is a minimum function of any job D. holding that it is not an appellate courts function to make findings of fact E. holding access unauthorized where it is not in any way related tothe systems intended function

assistant: The best answer is E. holding access unauthorized where it is not in any way related tothe systems intended function
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: at 2618. Applying these holdings here, we conclude that Valder’s prosecutorial immunity insulates him from liability for his unquestionably advocatory decision to prosecute Moore. His prosecutorial immunity also protects Valder from liability for allegedly concealing exculpatory evidence from the grand jury and for allegedly manipulating evidence before the grand jury to create a false impression of what Moore knew about the alleged fraudulent schemes. Valder’s decisions regarding what evidence to put before the grand jury, and in what manner, are advocatory because they are central to the prosecutor’s task of “initiating a prosecution” and “presenting the State’s case.” Imbler, 424 U.S. at 431, 96 S.Ct. at 996; see also Hill v. City of New York, 45 F.3d 653, 661-62 (2nd Cir.1995) (<HOLDING>). In addition, withholding after indictment Options: A. holding absolute immunity protects prosecutor from liability for withholding exculpatory evidence from grand jury B. recognizing that withholding of exculpatory evidence by police is imputed to the prosecution C. holding the prosecutor is required to present exculpatory evidence to the grand jury D. holding that the government is not required to present exculpatory evidence to the grand jury E. holding absolute immunity protects prosecutor from liability for failing to give defense counsel materially exculpatory evidence

assistant: The best answer is A. holding absolute immunity protects prosecutor from liability for withholding exculpatory evidence from grand jury
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: state statutes of conviction meet Taylor’s requirements, but not to allow the government to establish which statutes the district court should consider. Compare Taylor, 495 U.S. at 602 (remanding where it was “not apparent ... from the sparse record ... which ... statutes were the bases for Taylor’s prior convictions”), with Rivera-Sanehez, 247 F.3d at 909 (directing the district court to conduct a Taylor analysis of the existing record where “[a] full evidentiary record” had already been developed). Our holding does not preclude this court from limiting the scope of the issues for which we remand, and thus limiting the district court’s consideration to evidence and arguments relevant to those issues. See, e.g., United States v. Pimentel, 34 F.3d 799, 800 (9th Cir.1994) (per curiam) (<HOLDING>); see also Caterino, 29 F.3d at 1394 (holding Options: A. holding that an issue not raised in the trial court cannot be raised for the first time on appeal B. holding that issues not raised before the trial court cannot be raised on appeal C. holding that where it was clear that the court of appeals had limited the issues on resentencing to the one issue raised in the defendants first appeal the district court did not err in declining to consider other issues raised by the defendant on remand D. holding that subject to limited exceptions this court will not consider issues not presented to the district court but raised for the first time on appeal E. holding that issues not raised in the trial court may not be raised later on appeal

assistant: The best answer is C. holding that where it was clear that the court of appeals had limited the issues on resentencing to the one issue raised in the defendants first appeal the district court did not err in declining to consider other issues raised by the defendant on remand
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) The RSUs are subject to time-based vesting conditions (which must be satisfied before the applicable portion of the Award is considered earned and payable) as follows: the Award shall vest with respect to 10% of the number of RSUs subject to the Award (rounded to the nearest whole share) on July 14, 2017 and on each six-month anniversary of July 14, 2017 (unless such date is a day on which the U.S. stock exchanges are closed, in which case the vesting date shall be extended to the next succeeding business day), subject to the Key Person’s continued Service through the applicable vesting date (the “ Vesting Period ”).

assistant: Vesting
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: During the Employment Term (as hereinafter defined), the Executive agrees to be employed by and to serve the Company as its Senior Vice President, General Counsel, and the Company agrees to employ and retain Executive in such capacity. The Executive shall report directly to the Chief Executive Officer of the Company (the “CEO”). The Executive shall: (i) devote the Executive’s entire business time, energy and skill to the affairs of the Company; (ii) faithfully, loyally, and industriously perform all duties incident to the position of Senior Vice President, General Counsel, as well as any other duties consistent with the stature and responsibility of the Executive's position as may from time to time be assigned by the CEO; and (iii) comply with the Company’s policies in effect from time to time. Notwithstanding any provision herein to the contrary, Executive shall not be precluded from devoting reasonable periods of time required for serving as a member of one or more advisory boards or boards of directors of companies or organizations or engaging in other minor business activities, so long as such memberships or activities do not interfere with the performance of Executive's duties hereunder and are not directly or indirectly competitive with, nor contrary to, the business or other interests of the Company, subject to prior appro val by the CEO.

assistant: Employment
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: (3) the blameworthiness of the actor; (4) the nature and severity of the potential penalties for a violation of the law. Id. Applying this analytical framework, we must determine whether Minn.Stat. § 609.165 is criminal/prohibitory or civil/regulatory. Recently, we addressed this exact issue in an unpublished opinion in State v. Bellanger, No. A06-1907, 2007 WL 4472287, at *l-*2 (Minn.App. Dec. 24, 2007), review denied (Minn. Mar. 18, 2008), and concluded that Minn.Stat. § 609.165 was criminal/prohibitory. Although not prece-dential, we find the reasoning in Bellanger to be persuasive, and we adopt it here. See Minn.Stat. § 480A.08, subd. 3 (2008) (“[Ujnpublished opinions of the court of appeals are not precedential.”); Dynamic Air, Inc. v. Bloch, 502 N.W.2d 796, 800 (Minn.App.1993) (<HOLDING>). In Bellanger, we held that Minn.Stat. § Options: A. holding that a duty to disclose did not arise under the special facts doctrine where while there may have been concealment of opinions there was no concealment of the facts upon which those opinions were based and de fendants were not bound to volunteer their opinions citation and internal quotation marks omitted B. holding in an unpublished opinion that manifest disregard survives hall street as a nonstatutory ground for vacatur C. holding that a taxpayer is required to present substantial and persuasive evidence that the boards valuation is erroneous D. holding that unpublished opinions may be persuasive E. holding that direct evidence of a fact is not necessary and that circumstantial evidence is not only sufficient but may also be more certain satisfying and persuasive

assistant: The best answer is D. holding that unpublished opinions may be persuasive
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 Award Agreement, the Plan, the Addendum and the rules and procedures adopted by the Committee contain all of the provisions applicable to the Cash-Based Award and no other statements, documents or practices may modify, waive or alter such provisions unless expressly set forth in writing, signed by an authorized officer of the Company and delivered to you. The various provisions of this Award Agreement, the Addendum, the Plan, and the rules and procedures adopted by the Committee are severable, and if any provision thereof is held to be unenforceable by any court of competent jurisdiction, then such unenforceability shall not affect the enforceability of the remaining provisions thereof.

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: Each member of the ERISA Group has fulfilled its obligations under the contribution requirements of ERISA and the Internal Revenue Code with respect to each Plan and is in compliance with the presently applicable provisions of ERISA and the Internal Revenue Code with respect to each Plan, in each case, except as could not reasonably be expected to have a Material Adverse Effect. No member of the ERISA Group has (i) sought a waiver of the minimum funding standard under Section 412 of the Internal Revenue Code in respect of any Plan, (ii) failed to make any contribution or payment to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement, or made any amendment to any Plan or Benefit Arrangement, which has resulted or could result in the imposition of a Lien or the posting of a bond or other security under ERISA or the Internal Revenue Code or (iii) incurred any liability under Title IV of ERISA other than a liability to the PBGC for premiums under Section 4007 of ERISA or that could not reasonably be expected to have a Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Secured Party appoints and designates Bank of America as Agent under all Loan Documents. Agent may, and each Secured Party authorizes Agent to, enter into all Loan Documents to which Agent is intended to be a party and accept all Security Documents, for the Agent’s benefit and the Pro Rata benefit of the Secured Parties. Each Secured Party agrees that any action taken by the Agent or Required Lenders (as applicable) in accordance with the provisions of the Loan Documents, and the exercise by the Agent or Required Lenders (as applicable) of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized by and binding upon all Secured Parties. Without limiting the generality of the foregoing, Agent, together with Security Trustee, shall have the sole and exclusive authority to act as the disbursing and collecting agent for Lenders with respect to all payments and collections arising in connection with the Loan Documents; execute and deliver as Agent each Loan Document, including any intercreditor or subordination agreement (or joinder thereto), and accept delivery of each Loan Document from any Obligor or other Person; act as collateral agent and security trustee, as applicable, for Secured Parties for purposes of perfecting and administering Liens under the Loan Documents, and for all other purposes stated therein; manage, supervise or otherwise deal with Collateral; and take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral or under any Loan Document, Applicable Law or otherwise. Agent alone shall be authorized to determine eligibility and applicable advance rates under any Borrowing Base, whether to impose or release any reserve, or whether any conditions to funding or issuance of a Letter of Credit have been satisfied, which determinations and judgments, if exercised in good faith, shall exonerate Agent from liability to any Secured Party or other Person for any error in judgment.

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: Tenant acknowledges and agrees that: (a) upon receipt of written notice from Lender that the Loan is in default, Tenant will (and Borrower authorizes Tenant to) pay all rent and other amounts due to Borrower under the Lease directly to Lender; (b) Lender has no obligation to Tenant regarding Borrower’s application of the Loan proceeds; (c) Tenant shall notify Lender in writing of any default by Borrower under the Lease to which Tenant provides written notice thereof to Borrower; and (d) if Lender becomes the Successor Landlord, Lender shall have no liability to Tenant with respect to the Lease after Lender no longer has any ownership interest in the Property, except to the extent such liability arises solely by acts or omissions of Lender during the period of Lender’s ownership of the Property.

assistant: 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: The representations and warranties made by it in the Second Step Transfer Agreement as amended hereby are true and correct in all material respects (except that any representation and warranty that is qualified by materiality, Material Adverse Effect or similar language will be true and correct (after giving effect to any qualification therein) in all respects) on and as of the Lease Closing Date as though made on and as of the Lease Closing Date, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects only as of such earlier date.

assistant: Representations
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 failure by either party to insist upon the strict performance of or to seek remedy of any one of the terms or conditions of this Agreement or to exercise any right, remedy or election set forth herein or permitted by law shall not constitute or be construed as a waiver or relinquishment for the future of such term, condition, right, remedy or election. All rights or remedies of the parties specified in this Agreement and all other rights or remedies that they may have at law, in equity or otherwise, shall be distinct, separate and cumulative rights or remedies, and no one of them, whether exercised or not, shall be deemed to be in exclusion of any other right or remedy of the parties.

assistant: No 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 case excerpt and choose the best holding from the options. Case excerpt: clearly intended that the defendant’s right to appeal an issue would be preserved. See United States v. Elizalde-Adame, 262 F.3d 637, 639 (7th Cir.2001); Markling, 7 F.3d at 1313. The cases examining the intent to preserve the right to appeal typically lack a written plea agreement, however, which is a significant difference from the case now before us. Written plea agreements are contracts, and we interpret them according to general principles of contract law. United States v. Hernandez, 544 F.3d 743, 750 (7th Cir.2008). Thus, unlike those cases involving verbal agreements, we look to extrinsic evidence of the parties’ intentions — possibly found, for example, in a plea colloquy — only when the written contract is ambiguous. Cf United States v. Given, 164 F.3d 389, 396 (7th Cir.1999) (<HOLDING>). In this context, we have the power to review Options: A. holding that an unambiguous plea agreement is entitled to great evidentiary weight B. holding that the district court properly declined to consider extrinsic evidence where the plea agreement was unambiguous C. holding extrinsic evidence contradicting language in will inadmissible when will is unambiguous D. holding that a court may consider extrinsic evidence to determine whether a contract is ambiguous E. holding that extrinsic evidence admissible to determine intent of parties

assistant: The best answer is B. holding that the district court properly declined to consider extrinsic evidence where the plea agreement was unambiguous
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’s base salary shall increase from Two Hundred Thousand Dollars ($200,000.00) per calendar year to Two Hundred Fifty-five Thousand Dollars ($255,000.00) per calendar year, pro-rated for any period less than twelve (12) months. Executive’s salary will be paid in accordance with the Company’s customary payroll procedures and be subject to applicable taxes and withholdings.

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: Notwithstanding anything to the contrary contained herein, each Service Provider shall use commercially reasonable efforts to obtain all consents from vendors that are necessary in order to provide any of the Services to Ironwood under this Agreement; provided, however, that a Service Provider will not be required to pay any out-of-pocket fees to any vendor in order to obtain such consent, but will, instead, request that Ironwood pay such out-of-pocket fees. In the event that a Service Provider is unable to obtain any such consent, Cyclerion’s sole liability and obligation and Ironwood’s sole remedy will be to require the Parties hereto to work together to agree upon a commercially reasonable alternative arrangement, which may include identification of alternate resources and equivalent services from such alternative resources on commercially reasonable terms. Any costs specified in the second sentence of Section 3.1 and any actual out-of-pocket fees levied on a Service Provider (a) in connection with its efforts to obtain and implement such consents and (b) in connection with the implementation of any such commercially reasonable alternative arrangement, will be borne by Ironwood. For the avoidance of doubt, any costs incurred by a Service Provider in connection with obtaining consents prior to the Distribution Effective Time will be borne by Cyclerion.

assistant: Consents
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: relief in general, and nothing inadequate about how those procedures apply to those who seek access to DNA evidence.”). Third, such federal claims likely would be foreclosed under res judicata principles, see Dist. of Columbia Court of Appeals v. Feldman, 460 U.S. 462, 487-88, 103 S.Ct. 1303, 75 L.Ed.2d 206 (1983) (leaving open question of whether doctrine of res judicata forecloses litigation on elements of federal complaints at issue); Howard v. Whitbeck, 382 F.3d 633, 639 (6th Cir.2004) (stating that “even where a general constitutional attack is mounted, the state proceedings may foreclose the federal claim under the doctrine of res judicata”), and applicable immunity doctrines, see Will v. Michigan Dept. of State Police, 491 U.S. 58, 71, 109 S.Ct. 2304, 105 L.Ed.2d 45 (1989) (<HOLDING>); Dixon v. Clem, 492 F.3d 665, 674 (6th Options: A. holding a suit against an agency of the state is a suit against the state B. holding that an official capacity suit should be treated as a suit against the entity C. holding that a suit against a state official in his or her official capacity is a suit against the state itself and not cognizable under 1983 D. holding that a damages suit against a state officer in his official capacity was barred because it was functionally a suit against the state E. holding that punitive damages are not recoverable against a state official sued in his or her official capacity

assistant: The best answer is C. holding that a suit against a state official in his or her official capacity is a suit against the state itself and not cognizable under 1983
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 would not have a Material Adverse Effect: (i) each Loan Party and each ERISA Affiliate is in compliance with the applicable provisions of ERISA and of the Code relating to Plans; (ii) no Reportable Event or non-exempt Prohibited Transaction has occurred or is reasonably expected to occur with respect to any Plan; (iii) there has been no determination that any Single Employer Plan is, or is expected to be, in “at risk” status (within the meaning of Section 430 of the Code or Section 303 of ERISA); (iv) no Lien in favor of the PBGC or any Single Employer Plan has been imposed upon any Loan Party or any ERISA Affiliate that remains unsatisfied; (v) no Loan Party and no ERISA Affiliate has received from the PBGC or a plan administrator any notice relating to an intention to terminate any Single Employer Plan or to appoint a trustee to administer any Single Employer Plan under Section 4042 of ERISA; (vi) no Loan Party and no ERISA Affiliate has incurred any Withdrawal Liability that remains unsatisfied; and (vii) no Loan Party and no ERISA Affiliate has received any notice concerning the imposition of Withdrawal Liability or any determination that a Multiemployer Plan is, or is expected to be, Insolvent, in Reorganization, terminated or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Neither the Company nor any of its subsidiaries owns any real property. Except as disclosed in Schedule 3(n) or the Super 8-K, each of the Company and its subsidiaries has good and marketable title to all of its personal property and assets, free and clear of any restriction, mortgage, deed of trust, pledge, lien, security interest or other charge, claim or encumbrance which would have a Material Adverse Effect. Except as disclosed in Schedule 3(n) or the Super 8-K, with respect to properties and assets it leases, each of the Company and its subsidiaries is in compliance with such leases and holds a valid leasehold interest free of any liens, claims or encumbrances which would have a Material Adverse Effect.

assistant: Titles
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 business and affairs of the Company shall be managed by the Managing Member (as hereinafter defined). The Managing Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein. Patricia Gatto (the “ Authorized Person ”) is hereby designated as an “authorized person”, within the meaning of the Act, and has executed, delivered and filed the Certificate of Formation with the Secretary of State. Upon the filing of the Certificate of Formation with the Secretary of State, his/her powers as an “authorized person” ceased, and the Managing Member thereupon became the designated “authorized person” and shall continue as the designated “authorized person” within the meaning of the Act, to execute, deliver and file any amendments and/or restatements of the Certificate of Formation and any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

assistant: Powers
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 validity, interpretation, and performance of this Warrant shall be governed in all respects by the laws of Delaware, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claims against it arising out of or relating in any way to this Warrant shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits tot such jurisdiction, which jurisdiction shall be exclusive.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: does not apply to actions to recover for necessities contracted for after the accrual of the benefits. Mich. Comp. Laws Ann. § 600.6023(2) limits the exemptions under Mich. Comp. Laws Ann. § 600.6023. It states: “The exemptions provided in this section shall not extend to any lien thereon excluded from exemption by law.” Under Michigan common law, a debtor may not exempt property against a valid consensual lien. The voluntary granting of a security interest in exempt property has been construed as a waiver of the right to claim an exemption in the property, as against the security interest. Under longstanding Michigan law, a debt- or can freely waive his right to an exemp tion, and grant a security interest in exempt property. See In re National Grocer Co., 181 F. 33, 35 (6th Cir.1910) (<HOLDING>); Church v. First Nat. Bank, 255 Mich. 595, 238 Options: A. recognizing that exempt property ceases to be property of the estate B. holding that the debtor could retain exempt property because it was not property of the estate C. holding that bankruptcy court is without jurisdiction to control disposition of chapter 13 debtors property that is not property of the bankruptcy estate unless the property is related to the bankruptcy proceedings of the code D. holding that property seized by a creditor prior to debtors bankruptcy was property of the estate even though creditor the irs held a secured interest a tax lien in the property E. holding that the mortgaging or conveying of exempt property to a creditor is not against the public policy of the state of michigan and that that the bankrupt had the power to convey to a creditor his existing exemptions resulting in the exempt property not being property of the debtor or the debtors bankruptcy estate

assistant: The best answer is E. holding that the mortgaging or conveying of exempt property to a creditor is not against the public policy of the state of michigan and that that the bankrupt had the power to convey to a creditor his existing exemptions resulting in the exempt property not being property of the debtor or the debtors bankruptcy estate
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Borrower shall, and shall cause Operator and GEN to, maintain its existence throughout the term of this Agreement. Borrower shall not, and shall cause Company, Operator, GEN and their Affiliates to not, effectuate a Restricted Transfer without Lender’s prior written consent, which consent may be withheld in Lender’s sole discretion.

assistant: Existence
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: Notwithstanding anything in the articles of incorporation or By-laws of Bancorp or Bank to the contrary, the Executive shall at all times during the Executive’s employment by Bancorp or Bank, and after such employment, be indemnified by such entities to the fullest extent applicable law permits for any matter in any way relating to the Executive’s affiliation with Bancorp or Bank; provided, however, that if Bancorp or Bank shall have terminated the Executive’s employment for Cause, then neither Bancorp or Bank shall have any obligation whatsoever to indemnify the Executive for any claim arising out of the matter for which the Executive’s employment shall have been terminated for Cause or for any conduct of the Executive not within the scope of the Executive’s duties under this Agreement.

assistant: Indemnifications
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 recent Eighth Circuit decision applying Hodari confirms this interpretation. In Cole v. Bone, 993 F.2d 1328 (8th Cir.1993), the Eighth Circuit applied Hodari to determine when a “seizure” occurs for purposes of a Fourth Amendment excessive force claim. David Cole, driving an 18-wheel tractor-trailer truck eastbound on 1-70, sped through a toll booth in Bonner Springs, Kansas, without stopping to pay the toll. Id. at 1330. Kansas and Missouri police employed numerous tactics in an effort to stop y, 962 F.2d 451, 456-57 (5th Cir.1992) (fleeing suspect not seized when police car blocked his ear’s path but only when he reversed gears and backed into another police car, thereby disabling his own car); Clark v. Nassau County, No. 89-1000-CIV-J-14, 1991 WL 350041 (M.D.Fla. Sept. 11, 1991) (<HOLDING>), aff'd, 968 F.2d 23 (11th Cir.1992). Applying Options: A. holding that failure to train officers to disarm suspects rendered foreseeable the injuries to a suspect shot by an officer who did not attempt to disarm him B. holding that deadly force was unreasonable where the suspect possessed a gun but was not pointing it at the officers and was not facing the officers when they shot C. holding that suspect was not in custody when officer handcuffed him for officer safety while transporting him to police station D. holding that deadly force was unreasonable where according to the plaintiffs version of facts the decedent possessed a gun but was not pointing it at the officers and was not facing the officers when they shot him E. holding that a fleeing suspect in a car was seized only when an officer actually shot him not when several officers previously shot his vehicles tires in an effort to stop him

assistant: The best answer is E. holding that a fleeing suspect in a car was seized only when an officer actually shot him not when several officers previously shot his vehicles tires in an effort to stop him
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: you will not take any action to jeopardise , limit or interfere with skype 's intellectual property rights in the software , products and/or skype websites .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall, by 8:30 a.m. (New York City time) on the fourth trading day immediately following a Closing hereunder, issue a Current Report on Form 8-K disclosing the material terms of the transactions contemplated hereby and including the Transaction Documents as exhibits thereto to the extent required by law. The Company shall not publicly disclose the name of Subscriber, or include the name of any Subscriber in any filing with the SEC or any regulatory agency or trading market, without the prior written consent of Subscriber, except: (a) as required by federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) with the SEC and (b) to the extent such disclosure is required by law, in which case the Company shall provide the Subscriber with prior notice of such disclosure permitted under this clause (b).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: SuckerPunch maintains (i) adequate insurance on the Business covering property damage by fire or other casualty, (ii) adequate insurance protection against all liabilities, claims, and risks, and (iii) worker’s compensation insurance as required by applicable Law. SuckerPunch is not in default under any of policies or binders evidencing such coverage. Such policies and binders are in full force and effect on the date hereof and shall be kept in full force and effect through the Effective Time.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to present her reasons to the court as to why she should be granted a continuance. The scheduling order Ray relies on did not satisfy the requirements under the rule. Other than containing the date the petition was filed, there was no indication in the scheduling order alerting the judge that the case was subject to imminent dismissal. Simply agreeing on a trial date without including “grounds for continuance” circumvents the requirements under rule 215.1. Ray had the burden of keeping her case alive and avoiding an automatic dismissal under rule 215.1. See Greif v. K-Mart Corp., 404 N.W.2d 151, 154 (Iowa 1987). Accordingly, the stipulation as to a trial date does not save her case from automatic dismissal under rule 215.1. Compare Butner v. Beyer, 593 N.W.2d 133, 135 (Iowa 1999) (<HOLDING>). We find, therefore, this case was correctly Options: A. holding that the lower court lacked jurisdiction to hear the case because it was filed without proper authority B. holding that trial counsel did not abuse its discretion by denying a continuance where appellant failed to specify the evidence which might have been revealed if the continuance had been granted and counsel had been afforded the opportunity to investigate further C. holding district court was without authority to dismiss the case on rule 2151 grounds when an application had been filed and a continuance ordered D. holding that district court had no authority to reopen appeal period when motion was filed beyond 180day limit E. recognizing district court application of the same rule

assistant: The best answer is C. holding district court was without authority to dismiss the case on rule 2151 grounds when an application had been filed and a continuance ordered
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: Before and after the end of the Term, Employer shall indemnify and hold harmless Employee from any cause of action resulting from the performance of Employee's duties under this Agreement to the fullest extent permitted by law. This indemnification shall include all reasonable legal costs incurred by Employee to the extent permitted by law.

assistant: Indemnifications
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. v. Carpenter, - U.S. -, 130 S.Ct. 599, 606, 175 L.Ed.2d 458 (2009). There, the Supreme Court's primary concern was setting a high bar before permitting "piecemeal, prejudgment appeals” that run counter to "the general rule that a party is entitled to a single appeal, to be deferred until the final judgment has been entered.” Id. at 605 (quotation marks and citations omitted). In this context, there is no similar concern, and thus the Objectors’ argument in this respect is unpersuasive. 20 . See In re Iida, 377 B.R. 243, 259 (9th Cir. BAP 2007) ("This public policy exception is narrow and, by virtue of the qualifier 'manifestly,' is limited only to the most fundamental policies of the United States.”); In re Ephedra Prods. Liab. Litig., 349 B.R. 333, 335-337 (S.D.N.Y.2006) (<HOLDING>); In re Metcalfe & Mansfield Alt. Inv., 421 Options: A. recognizing cause of action for wrongful death B. holding that personal representative may amend personal injury suit to state wrongful death claim following plaintiffs death C. recognizing and enforcing canadian insolvency courts claims resolution procedure even though it did not provide for jury trial for personal injury and wrongful death claims D. holding that claims under 42 usc 1983 are not personal injury tort claims E. holding that federal courts apply the forum states personal injury statute of limitations for section 1983 claims

assistant: The best answer is C. recognizing and enforcing canadian insolvency courts claims resolution procedure even though it did not provide for jury trial for personal injury and wrongful death claims
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 herein provided, each of the parties hereto agrees to use all reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, 100% of the total Optioned Shares shall vest and become exercisable as of March 30, 2017.

assistant: Vesting
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: you acknowledge that your unauthorised use of the skyscanner services and/or skyscanner platforms may result in irreparable damage and injury to skyscanner and/or its affiliates or licensors for which money damages would be inadequate .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: just means of providing all parties a reasonable forum and remedy. See Eisen v. Carlisle & Jacquelin, 417 U.S. 156, 184-85, 94 S.Ct. 2140, 40 L.Ed.2d 732 (1974) (Douglas, J., concurring and dissenting in part) (discussing the relationship between the trial court’s discretion and Rule 23’s flexibility to manage the case); see also In re Visa Check/MasterMoney Antitrust Litig., 280 F.3d at 140-41 (indicating that the certification issue is peculiarly within the discretion of the trial court as management is “always a matter of justifiable and serious concern for the trial court” and the trial court has a great deal of flexibility to manage the class as necessary) (internal quo tation marks and citation omitted); State v. Ferguson, 111 N.M. 191, 192-93, 803 P.2d 676, 677-78 (Ct.App.1990) (<HOLDING>). Thus, within certain parameters designed to Options: A. holding that mere fact that trial court may decide discretionary matter differently from appellate court does not demonstrate abuse of discretion B. recognizing difficulty of evaluating judges demeanor upon appellate review C. holding that there is no due process right to appellate review D. recognizing discretionary review is given to trial judge who is thought to be in a better position than appellate judges to decide certain matters wisely and justly E. holding the issue of recusal of the trial judge to be preserved for appellate review must be raised in the trial court

assistant: The best answer is D. recognizing discretionary review is given to trial judge who is thought to be in a better position than appellate judges to decide certain matters wisely and justly