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

user: Read the legal provision and list the applicable contract clause categories. Provision: If the Executive’s employment is terminated by reason of the Executive’s Disability during the Employment Period, the Company shall provide the Executive with the Accrued Obligations and the timely payment or delivery of the Other Benefits, and shall have no other severance obligations under this Agreement. The Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination. With respect to the provision of the Other Benefits, the term “Other Benefits” as utilized in this Section 5(c) shall include, and the Executive shall be entitled after the Disability Effective Date to receive, disability and other benefits at least equal to the most favorable of those generally provided by the Company and the Affiliated Companies to disabled executives and/or their families in accordance with such plans, programs, practices and policies relating to disability, if any, as in effect generally with respect to other peer executives and their families at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive’s family, as in effect at any time thereafter generally with respect to other peer executives of the Company and the Affiliated Companies and their families.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but which together constitute one and the same instrument. Notwithstanding the foregoing, any duly authorized officer of the Company may execute this Agreement by providing an appropriate facsimile signature and any counterpart or amendment hereto containing such facsimile signature shall for all purposes be deemed an original instrument duly executed by the Company.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of the petition to be true, it is obviously without merit or is precluded, the circuit court [may] summarily dismiss that petition without requiring a response from the district attorney.” ’). Although the Rules of Criminal Procedure initially place the burden on the State to plead any ground of preclusion, the ultimate burden is on the petitioner to disprove that a ground of preclusion applies. Rule 32.3, Ala. R.Crim. P. “Because the limitations provision is mandatory and applies in all but the most extraordinary of circumstances, when a petition is time-barred on its face the petitioner bears the burden of demonstrating in his petition that there are such extraordinary circumstances justifying the application of the doctrine of equitable tolling. See Spitsyn v. Moore, 345 F.3d at 799 (<HOLDING>); Drew v. Department of Corr., 297 F.3d 1278, Options: A. holding that a writ of habeas corpus cannot be used to review the weight of evidence B. holding that managing conservator while in texas to seek return of child by writ of habeas corpus may not be served with civil process and is subject to jurisdiction of court in which habeas corpus is pending and only for purpose of prosecuting writ of habeas corpus C. holding that the burden is on the petitioner for the writ of habeas corpus to show that the exclusion applies and that the extraordinary circumstances alleged rather than a lack of diligence on his part were the proximate cause of the untimeliness D. holding that petitioner could not challenge his conviction on the grounds that the indictment failed to charge an essential element of the crime through a writ of habeas corpus E. holding that the burden is on the plaintiff

assistant: The best answer is C. holding that the burden is on the petitioner for the writ of habeas corpus to show that the exclusion applies and that the extraordinary circumstances alleged rather than a lack of diligence on his part were the proximate cause of the untimeliness
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: nor dishonest.”); see also Black Horse Lane Assoc. v. Dow Chem. Corp., 228 F.3d 275, 288 (3d Cir.2000) (same). Without bad motive or intention, discretionary decisions that happen to result in economic disadvantage to the other party are of no legal significance. See, e.g., Abbott v. Amoco Oil Co., supra, 189 Ill.Dec. 88, 619 N.E.2d at 796; Adams v. G.J. Creel and Sons, Inc., supra, 465 S.E.2d at 85-86. Bad motive or intention is essential, for, as stated by the United States Court of Appeals for the Seventh Circuit, “[c]ontract law does not require parties to behave altruistically toward each other; it does not proceed on the philosophy that I am my brother’s keeper.” Original Great Am. Chocolate Chip Cookie Co. v. River Valley Cookies, Ltd., 970 F.2d 273, 280 (7th Cir.1992) (<HOLDING>); see also JRT, Inc. v. TCBY Sys., Inc., 52 Options: A. holding that this courts review of board decisions is limited to final orders or final decisions B. holding that franchiser may not use contractually provided discretion arbitrarily or capriciously to place franchisee in detriment franchisers decisions must be justified as honest legitimate business decisions C. holding that this court is not bound by decisions of the appellate division or the third circuit even where those decisions concern the same parties and legal issues D. holding that traditional allocation of burden of proof to the party challenging the decisions applies to decisions under the tca E. holding that cue review applies only to prior final decisions of agencies of original jurisdiction ros and not to prior decisions of the board

assistant: The best answer is B. holding that franchiser may not use contractually provided discretion arbitrarily or capriciously to place franchisee in detriment franchisers decisions must be justified as honest legitimate business decisions
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Each party agrees to take or cause to be taken such further actions, and to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments, and to obtain such consents, as may be reasonably required or requested by the other parties in order to effectuate fully the purposes, terms and conditions of 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: This Agreement represents the entire agreement and understanding between the Company and Painter concerning the subject matter of this Agreement and Painter’s employment with and separation from the Company and the events leading thereto and associated therewith, and supersedes and replaces any and all prior agreements and understandings concerning the subject matter of this Agreement and Painter’s relationship with the Company, with the exception of the Confidentiality Agreement, Sections 1(c), 14, and 18 of the Employment Agreement, and the Stock Agreements, except as modified herein.

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: In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision so long as the remaining provisions remain intelligible and continue to reflect the original intent of the Parties.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and the Research Agreement contains the entire agreement between the Parties relating to the subject matter hereof, and all prior understandings, representations and warranties between the Parties are superseded by this Agreement. For clarity, the Original Agreement shall be deemed amended and restated in its entirety by this Agreement, and the corresponding A&R CD123 License and the corresponding A&R IL-13 License to be executed by the Parties simultaneously herewith, effective as of the A&R Effective Date.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and each Warrant issued hereunder shall be governed by and construed under the laws of the State of New York in all respects as such laws are applied to agreements among New York residents entered into and to be performed entirely within New York, without reference to conflicts of laws or principles thereof. The parties agree that any action brought by either party under or in relation to a Warrant, including without limitation to interpret or enforce any provision of a Warrant, shall be brought in, and each party agrees to and does hereby submit to the jurisdiction and venue of, any state or federal court located in the City of New York, borough of Manhattan, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court. Each of the Company and the Warrant Agent hereby waives all rights to a trial by jury.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: conditions on defendants’ land.” Wilkerson, 845 S.W.2d at 750. Although the Wilkerson court also noted that the plaintiffs’ claim was “founded upon the duty of reasonable care owed to a social guest/invitee by a social guest/landowner,” id., in light of the fact that the Statute does not itself distinguish between those duties, the Wilkerson case is best understood for its primary holding that the Statute does not apply where “[t]he condition of the premises where the accident occurred is not at issue.” Id. This holding is borne out by the substantial case law applying the Recreational Use Statute only in situations involving “premises liability” and “failure to warn” causes of action. See, e.g., Spence v. Tennessee Valley Authority, No. 3:05-0519, 2006 WL 1416759 at *4 (May 17, 2006) (<HOLDING>); Sumner v. United States, 794 F.Supp. 1358, Options: A. holding that a certificate of correction is not effective for causes of action arising before its issuance B. holding that a forum selection clause encompassing any case or controversy arising under or in connection with this agreement included all causes of action arising directly or indirectly from the business relationship evidenced by the contract C. holding that state law causes of action arising from improper processing of a claim for benefits are preempted D. holding that the recreational use statute applied in a case involving failure to warn and premises liability causes of action arising from the daily operation of turbines in the tims ford dam E. holding that a failure to warn was not a policy judgment

assistant: The best answer is D. holding that the recreational use statute applied in a case involving failure to warn and premises liability causes of action arising from the daily operation of turbines in the tims ford dam
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: Holdings and each of its Restricted Subsidiaries owns beneficially, or has the legal right to use, all United States and foreign patents, patent applications, trademarks, trademark applications, trade names, copyrights, and rights in know-how and trade secrets necessary for each of them to conduct its business as currently conducted (the “ Intellectual Property ”) except for those the failure to own or have such legal right to use would not be reasonably expected to have a Material Adverse Effect. Except as provided on Schedule 5.9 , no claim has been asserted and is pending by any Person against Holdings or any of its Restricted Subsidiaries challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does Holdings know of any such claim, and, to the knowledge of Holdings, the use of such Intellectual Property by Holdings and its Restricted Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements which in the aggregate, would not be reasonably expected to have a Material Adverse Effect.

assistant: Intellectual Property
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 provision of this Note is held to be invalid or unenforceable by a court of competent jurisdiction, the other provisions of this Note shall remain in full force and effect and shall be construed liberally in favor of the Lender in order to effectuate the purposes and intent of this Note.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Immediately after the consummation of the transactions contemplated by this Amendment and the Term Loan Agreement Amendment to take place on the date of this Amendment (a) the fair value of the assets of each Obligor, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise, (b) the present fair saleable value of the property of each Obligor will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured, (c) each Obligor will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or fall due and (d) the Obligors, on a consolidated basis, will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following the Amendment Effective Date.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: on Fourth Amendment grounds. 2. Standing Conferred by the Statute The government further asserts that the defendants lack standing to challenge the subpoenas because “DOC was the target of the subpoena, not the defendants.” Gov’t’s Reply at 4. The government’s position finds direct support in the decisions of two circuit courts. In United States v. Moffett, 84 F.3d 1291 (10th Cir. 1996), the Tenth Circuit concluded. that a criminal defendant who was not the direct recipient of a subpoena issued pursuant to § 876 was not “in the zone of interest the statute is meant to protect” and thus had no standing to challenge the subpoena, id. at 1293. Citing Moffett, the Ninth Circuit subsequently came to the same conclusion. See United States v. Plunk, 153 F.3d 1011, 1020 (9th Cir. 1998) (<HOLDING>). These out-of-circuit authorities must be Options: A. holding that the government had not produced evidence that the defendant intended to influence an official proceeding because the evidence showed only that he intended to influence the state civil proceedings that he had brought against his insurance agency B. holding the defendant does not possess statutory standing to attack the subpoena because he has not demonstrated that he was within the zone of interests intended to be protected by 876a C. holding that the plaintiff did not have standing because it was not able to demonstrate how its economic interests fell within the zone of interests protected by the nhpa D. holding that as title vi is a remedial statute the zone of interests to be protected must be construed broadly E. holding that the plaintiffs did not fall within the zone of interests protected by the tcpa because they attempted to use the statute in a way not intended or contemplated by congress and because their damages are not of the vexatious and intrusive nuisance nature sought to be redressed by congress in enacting the tcpa

assistant: The best answer is B. holding the defendant does not possess statutory standing to attack the subpoena because he has not demonstrated that he was within the zone of interests intended to be protected by 876a
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: registrations in the field must therefore be narrowly interpreted. Jet Tours v. Mark Travel Corp., 1999 WL 20927, 1999 TTAB LEXIS 14, *10 (1999); see Colgate-Palmolive Co. v. Carter-Wallace, Inc., 58 C.C.P.A. 735, 432 F.2d 1400 (CCPA 1970). SNT also noted that Central’s STEALTH mark is not famous as a matter of law. See S Indus, v. Diamond Multimedia Sys., Inc., 991 F.Supp. 1012, 1021 (N.D.Ill. 1998) . SNT argued that, under these circumstances, no claim of likelihood of confusion between Central’s STEALTH mark and the challenged STEALTHVIEW mark could be supported. Accordingly, SNT asserted that Central could not be damaged by SNT’s registration of STEALTHVIEW and therefore lacked standing to oppose under 15 U.S.C. § 1063(a). See Ritchie v. Simpson, 170 F.3d 1092, 1095 (Fed.Cir. 1999) (<HOLDING>). SNT’s allegations and arguments were properly Options: A. holding that an opposer must have a reasonable basis for his belief of damage B. holding that the test for good faith is the actual belief of the party and not the reasonableness of that belief C. holding that a party must at least have a subjective belief that litigation was a real possibility and that belief must have been objectively reasonable D. holding that a plaintiff must show his belief was objectively reasonable in light of the facts and record presented E. holding that for the administrative position of the government to be substantially justified it must have a reasonable basis both in law and fact

assistant: The best answer is A. holding that an opposer must have a reasonable basis for his belief of damage
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Any termination or expiration of this MSA shall not affect any outstanding obligations due hereunder prior to such termination or expiration, nor shall it prejudice any other remedies that the Parties may have under this MSA. For greater certainty, except as otherwise expressly provided, termination or expiration of this MSA, irrespective of the cause, shall not affect any rights or obligations which, from the context thereof, are intended to survive termination or expiration of this MSA, including but not limited to Sections 8, 9, 10, 11, 12, 13, 14, 15, 16 and 17.

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: This Amendment may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. Counterpart signatures to this Amendment delivered by facsimile or other electronic transmission shall be acceptable and binding.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Note and all actions arising out of or in connection with this Note shall be governed by and construed in accordance with the laws of the State of Utah, without regard to the conflicts of law provisions of the State of Utah or of any other state. Jurisdiction for any actions brought under this Note shall be in any federal or state district court located in Salt Lake County, Utah.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: court committed plain error in concluding that this calculus tips in favor of admissibility. As in Calderon, where we held that the Rule 403 calculus favored admissibility, in this case the other crimes evidence admitted by the district court “bore sufficient similarity to uphold the district [court’s] relevance determination.” As explained supra, both Nelson’s prior offenses and the instant offense involved the knowing possession of a weapon in an automobile. Moreover, the time span between Nelson’s prior convictions and the present offense does not render those convictions “too remote for proper consideration.” 127 F.3d at 1332. Specifically, Nelson’s convictions came 2 and 3 years prior to the instant offense, which is well within the temporal bounds of relevance. See generally id. (<HOLDING>). In addition, in this case the district court Options: A. holding that collateral crime that occurred twelve years prior to charged offense not too remote in time B. holding extraneous acts relevant to show intent in charged offense C. holding that eight years between prior convictions and the beginning of the charged conspiracy was not too remote D. holding that prior distribution and possession convictions that were eight and ten years before the charged conduct occurred were not too remote E. holding that a six year span between the prior offense and the charged conduct did not render the previous conviction too remote to be relevant to the defendants intent in the case then at bar

assistant: The best answer is E. holding that a six year span between the prior offense and the charged conduct did not render the previous conviction too remote to be relevant to the defendants intent in the case then at bar
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: Immediately after the issuance of the Initial Notes, (i) excluding contingent liabilities of the Company to Baxalta Incorporated, Baxalta US Inc. and Baxalta GmbH pursuant to that certain Amended and Restated License Agreement by and among the Company, Baxter International Inc., Baxter Healthcare Corporation and Baxter Healthcare SA, dated April 10, 2015, the fair value of the properties and assets of the Company and its Subsidiaries on a going concern basis will exceed its debts and liabilities, subordinated, contingent or otherwise; (ii) the present fair saleable value of the property of the Company and its Subsidiaries on a going concern basis will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Company and its Subsidiaries will be generally able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Company and its Subsidiaries will not have unreasonably small capital with which to conduct its business, as now conducted.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: court violated his procedural due process rights by not giving him a hearing and statement of reasons before Amended Conditions 18 and 19 became effective. We find no indication in our record that appellant voiced this complaint in the trial court and therefore find that appellant did not preserve error in this regard. See Tex.R.App. P. 83.1(a) (providing a complaint must generally be made by a timely request, objection, or motion to the trial court to preserve error for appellate review); Saldano, 70 S.W.3d at 886-87 (stating that even constitutional complaints may be waived by failure to timely assert them in the trial court); Ieppert v. State, 908 S.W.2d 217, 219 (Tex.Crim.App.1995) (stating that even due process rights are usually forfeitable by inaction); Rogers, 640 S.W.2d at 264 (<HOLDING>); McCarroll v. Texas Dept. Of Public Safety, 86 Options: A. holding rules of appellate procedure are obviously procedural in nature B. holding in second opinion on rehearing that procedural due process complaints are subject to waiver under ordinary preservationoferror rules C. holding that new rules of criminal procedural are generally not retroactive D. holding that party can waive procedural due process rights under ordinary preservationoferror rules E. holding that liberty interests that are protected by procedural due process are generally limited to freedom from restraint

assistant: The best answer is B. holding in second opinion on rehearing that procedural due process complaints are subject to waiver under ordinary preservationoferror rules
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: in combination with the salutary policy interests underlying such clauses discussed by the Second Circuit in Leon’s Bakery, militates in favor of finding that the clause in the instant Wells Fargo contract forecloses plaintiffs claim of breach of contract. Therefore, defendant Wells Fargo’s objections to the Recommended Ruling are sustained and its motion for summary judgment is granted as to Count One for breach of contract. Magistrate Judge Martinez also recommended that summary judgment be denied on Count Two of plaintiffs complaint for negligent misrepresentation because a material misrepresentation may make an otherwise enforceable contract voidable, including an exculpatory clause in such a contract. See Munroe v. Great Am. Ins. Co., 234 Conn. 182, 188 n. 4, 661 A.2d 581 (1995) (<HOLDING>). However, outside of the conclusory allegation Options: A. holding that a party may rescind a contract and avoid liability thereunder if the partys consent to the contract was procured by the other partys either fraudulent or nonfraudulent material misrepresentations B. holding that nonbreaching party must decide whether to rescind the contract or seek to enforce it when the material breach occurred rather than waiting until after trial and before judgment to decide and stating that nonbreaching party waived its right to rescind the contract based on the other partys material breach by 1 treating the contract as still in effect following the material breach and 2 by filing suit to enforce the contract C. holding that party may not recover damages for breach of contract where its own bad faith caused the other partys breach D. holding that allocation of damages may be appropriate if the contract limits the partys indemnity obligation E. holding that as a matter of law nonbreaching party was bound by the contract despite other partys material breach because nonbreaching party continued to demand performance under the contract following the material breach

assistant: The best answer is A. holding that a party may rescind a contract and avoid liability thereunder if the partys consent to the contract was procured by the other partys either fraudulent or nonfraudulent material misrepresentations
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: Talasila, Inc. v. United States, 240 F.3d 1064, 1066 (Fed.Cir.) (“[Plaintiff] must be represented by counsel in order to pursue its claim against the United States in the Court of Federal Claims.”), reh’g and reh’g en banc denied (Fed. Cir. 2001); Finast Metal Prods., Inc. v. United States, 12 Cl.Ct. 759, 761 (1987) (“[A] corporate ‘person’ can no more be represented in court by a non-lawyer — even its own president and sole shareholder — than can any individual.”); Affourtit v. United States, 79 Fed.Cl. 776, 779 (2006) (“A corporation appearing before the United States Court of Federal Claims ... must be represented by an attorney.”). This rule applies despite possible financial hardship imposed on the plaintiffs. See Richdel, Inc. v. Sunspool Corp., 699 F.2d 1366, 1366 (Fed.Cir.1983) (<HOLDING>); see also Balbach v. United States, 119 Options: A. recognizing that the sixth amendment guarantees a defendant the right to counsel and the right to waive counsel B. recognizing a defendants constitutional right to be represented by counsel of his own choice C. holding that the plaintiffs substantial financial hardship did not waive the rule requiring corporations to be represented by counsel D. holding that a corporate entity must be represented by licensed counsel E. holding that juveniles may waive right to counsel only upon advice of counsel

assistant: The best answer is C. holding that the plaintiffs substantial financial hardship did not waive the rule requiring corporations to be represented by counsel
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: with the offer to sell, sale, offer to purchase or purchase of a security, a person shall not, directly or indirectly: 2. Make an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not misleading in the light of the circumstances under which they are made; or 3. Engage in an act, practice or course of business which operates or would operate as a fraud or deceit upon a person. 12 Rule 10b-5 states as follows: It shall be unlawful for any person, directly or indirectly, by the use of any means or instrumentality of interstate commerce, or of the mails or of any facility of any national securities exchange, (a) To employ any device, scheme, or artifice to defraud, (b) To make any untrue stat , 788 (Idaho Ct. App. 1993) (<HOLDING>); Manns v. Skolnik, 666 N.E.2d 1236, 1248 (Ind. Options: A. holding that a plaintiff cannot avoid the securities fraud exception by pleading mail fraud or wire fraud if the conduct giving rise to those offenses also amounts to securities fraud B. holding that reliance is not a required element of securities fraud in a state enforcement action in idaho C. holding that reliance is not an element to be proven under securities fraud in indiana D. holding that reasonable reliance is not an element of the defense E. holding reliance is still an element of a 10b5 action and that the fraud on the market theory subject to rebuttal is applicable to meet the reliance element in securities fraud cases where corporations make materially misleading statements in an impersonal and efficient market

assistant: The best answer is B. holding that reliance is not a required element of securities fraud in a state enforcement action in idaho
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 U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 382 U.S. 158 86 S.Ct. 304 15 L.Ed.2d 226 UNITED STATESv.MARYLAND for the Use of Mary Jane MEYER et al. No. 543. Supreme Court of the United States October Term, 1963. November 22, 1965 Rehearing Denied Jan. 17, 1966. See 382 U.S. 1001, 86 S.Ct. 525. Solicitor General Cox, Assistant Attorney General Douglas, Morton Hollander and David L. Rose, for the United States. Louis G. Davidson, Richard W. Galiher, William E. Stewart, Jr., and Peter J. McBreen, for respondents. On Petition for Rehearing. PER CURIAM. 1 The motion for leave to file a conditional petition for rehearing is granted and the petition for rehearing is also granted. The order of December 16, 1963, 375 U.S. 954, 84 S.Ct. 445, 11 L.Ed.2d 314, denying the petition for writ of certiorari is vacated, and the petition for writ of certiorari is granted. The judgment of the Court of Appeals for the District of Columbia Circuit is reversed in conformity with our decision in Maryland for the Use of Levin et al. v. United States, 381 U.S. 41, 85 S.Ct. 1293, 14 L.Ed.2d 205, and the case is remanded to the United States District Court for the District of Columbia for further proceedings with respect to the unresolved issues tendered in respondents' bill of complaint. 2 It is so ordered. 3 Mr. Justice CLARK and Mr. Justice HARLAN, believing that a remand is legally unjustified, dissent from that part of the Court's order. 4 Mr. Justice FORTAS took no part in the consideration or decision of this case.

assistant: 8
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: interest by virtue of § 502(b)(2). The estate is not liable for post-petition interest and that portion of Defendant’s claim remains unpaid. Id. Bruning and its progeny have made clear that a debtor is personally liable for the unpaid post-petition interest if the underlying claim is not discharged. The fact that Defendant did not object to Debtor’s plan is inconsequential because Defendant could not have contested noninclusion of its claim for post-petition interest in Debtor’s plan. Compare Ridder v. Great Lakes Higher Education Corp., 171 B.R. 345, 347 (Bankr.W.D.Wis.1994) (holder of claim of nondischargeable student loan had no reason to object to Chapter 13 plan because post-petition interest could not be included as part of claim) with In re Gregory, 705 F.2d 1118 (9th Cir.1983) (<HOLDING>). I therefore conclude that Debtor remains Options: A. holding that an order confirming a chapter 13 plan is res judicata as to all justiciable issues which were or could have been decided at the confirmation hearing B. holding that creditor with notice of bankruptcy could have objected to confirmation of chapter 13 plan in order contest treatment of claim C. holding that provision in chapter 13 plan discharging postpetition interest on a student loan is binding on creditor under theory of res judicata where objection was not raised prior to plan confirmation and confirmation order was not appealed D. holding plan properly vacated with respect to chapter 13 creditor who received actual notice of proceedings but did not receive adequate notice that court would value secured claim at the confirmation hearing E. recognizing that when a creditor does not receive adequate notice the creditor is not bound by the confirmation order

assistant: The best answer is B. holding that creditor with notice of bankruptcy could have objected to confirmation of chapter 13 plan in order contest treatment of claim
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: In handling any confidential information of Borrower, each of the Lenders and Agent shall use all reasonable efforts to maintain, in accordance with its customary practices, the confidentiality of information obtained by it pursuant to any Financing Document and designated in writing by any Credit Party as confidential, but disclosure of information may be made: (a) to the Lenders’ and Agent’s Subsidiaries or Affiliates; (b) to prospective transferees or purchasers of any interest in the Credit Extensions; (c) as required by Law, regulation, subpoena, order or other legal, administrative, governmental or regulatory request; (d) to regulators or as otherwise required in connection with an examination or audit, or to any nationally recognized rating agency; (e) as Agent or any Lender considers appropriate in exercising remedies under the Financing Documents; (f) to financing sources that are advised of the confidential nature of such information and are instructed to keep such information confidential; (g) to third party service providers of the Lenders and/or Agent so long as such service providers are bound to such Lender or Agent by obligations of confidentiality; (h) to the extent necessary or customary for inclusion in league table measurements; and (i) in connection with any litigation or other proceeding to which such Lender or Agent or any of their Affiliates is a party or bound, or to the extent necessary to respond to public statements or disclosures by Credit Parties or their Affiliates referring to a Lender or Agent or any of their Affiliates. Confidential information does not include information that either: (i) is in the public domain or in the Lenders’ and/or Agent’s possession when disclosed to the Lenders and/or Agent, or becomes part of the public domain after disclosure to the Lenders and/or Agent; or (ii) is disclosed to the Lenders and/or Agent by a third party, if the Lenders and/or Agent does not know that the third party is prohibited from disclosing the information. Agent and/or Lenders may use confidential information for any purpose, including, without limitation, for the development of client databases, reporting purposes, and market analysis, so long as Agent and/or Lenders, as applicable, do not disclose Borrower’s identity or the identity of any Person associated with Borrower unless otherwise permitted by this Agreement. The provisions of the immediately preceding sentence shall survive the termination of this Agreement. The agreements provided under this Section 13.9 supersede all prior agreements, understanding, representations, warranties, and negotiations between the parties about the subject matter of this Section 13.9 .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 202, to determine whether New York or North Carolina law applies. See Arneil v. Ramsey, 550 F.2d 774, 779 (2d Cir.1977); Gorlin v. Bond Richman & Co., 706 F.Supp. 236, 239 (S.D.N.Y.1989). CPLR 202 requires the Court to apply the shorter of the two applicable statutes of limitation, because Barnett is not a New York resident. The North Carolina period of limitations for contract actions is three years, which is shorter than New York’s six year period. See N.C.Gen. Stat. § 1-52(1). The accrual of a claim under ERISA is determined by federal law. Tolle v. Carroll Touch, Inc., 977 F.2d 1129, 1138 (7th Cir.1992); Smith v. Rochester Tel. Bus. Marketing Corp., 786 F.Supp. 293, 306 (W.D.N.Y.1992), aff'd, 40 F.3d 1236 (2d Cir.1994); see also Keating v. Carey, 706 F.2d 377, 382 (2d Cir.1983) (<HOLDING>). A claim for benefits under ERISA accrues when Options: A. holding that federal law determines definition of executory contract but that state law determines whether a material breach of the contract could occur B. holding that federal courts sitting in diversity should apply state law that determines the outcome of the case C. holding that while state law determines the existence of a claim federal law determines when a claim arises for bankruptcy purposes D. holding for 1983 actions that although state law determines the limitations period federal law determines when the claim arises E. holding that state law determines when an interest is perfected when interpreting the preference avoidance provision of the bankruptcy act

assistant: The best answer is D. holding for 1983 actions that although state law determines the limitations period federal law determines when the claim arises
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: To Seller’s Knowledge, (a) there are no actions, suits, investigations or proceedings pending or threatened in writing against such Seller, and (b) there are no judgments, orders, awards or decrees currently in effect against such Seller or its Property.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: There is no Proceeding or Claim pending or, to the knowledge of Seller or Members, threatened against, or relating to the Business, the Acquired Assets, the Real Property, the employees of the Business or the transactions contemplated by the Transaction Documents nor is there any basis for any such Proceeding or Claim. Seller is not a party to nor is it subject to the provisions of any Order nor is there any basis for any such Order. There are no Liabilities of Seller or the Business with respect to any Claim for the breach of any express or implied product warranty or any other similar Claim with respect to any product manufactured, distributed or sold by Seller, other than standard warranty obligations to replace, repair or refund made by Seller in the ordinary course of business to purchasers of products. In the past five (5) years, Seller has not been subject to any Proceeding, Claim or Order nor has Seller settled any Claim prior to being sued or prosecuted.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company will use the net proceeds from the sale of the Securities for general corporate purposes, but not, directly or indirectly, for (i) the satisfaction of any indebtedness of the Company or any of its Subsidiaries, (ii) the redemption or repurchase of any securities of the Company or any of its Subsidiaries, or (iii) the settlement of any outstanding litigation.

assistant: Use Of Proceeds
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 minimum funding standards of ERISA and the Internal Revenue Code with respect to each Material Plan and is in compliance in all material respects with the presently applicable provisions of ERISA and the Internal Revenue Code with respect to each Material Plan. 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 Material Plan, (ii) failed to make any contribution or payment to any Material Plan, or made any amendment to any Material Plan, 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 material liability under Title IV of ERISA other than a liability to the PBGC for premiums under Section 4007 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: You understand and agree that as a condition for payment to you of the amounts and benefits provided under this Severance Agreement, you shall not make any false, disparaging or derogatory statements to any third party, including, without limitation, any media outlet, industry group, financial institution or current or former employee, consultant, client or customer of the Company regarding the Company, the Company’s employees or consultants, or the Company’s business affairs and financial condition. You agree further that you will not at any time speak or act in any manner that is intended to, or does in fact, damage the goodwill or the business of the Company, or the business or personal reputations of any of the Company’s employees.

assistant: Non-Disparagement
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 this case, an ex parte telephone call to the motion justice a day or so before the scheduled hearing date was an inappropriate method for requesting that the hearing be rescheduled. As defendant points out, Rule 7(b)(1) of the Superior Court Rules of Civil Procedure requires that "[a]n application to the court for an order shall be by motion which, unless made during a hearing or trial or during the course of a deposition, shall be made in writing ." Although we can envision emergency or other extreme circumstances in which such an oral request might be considered — for example, when it is extremely impractical, if not altogether impossible, to submit a written motion — no such circumstances existed here. Compare Christensen-Towne v. Dorey, 802 A.2d 1010, 1012-13 (Me.2002) (<HOLDING>), with Teitelbaum v. Reliable Welding Co., 106 Options: A. holding trial court did not abuse its discretion in denying a continuance to allow defendant to present mitigating evidence in the form of letters and affidavits from family members when they were not requested until the day before the hearing B. holding that the trial court abused its discretion when it failed to grant leave to the moving party to amend their complaint before final summary judgment was entered C. holding that a telephone request to the court for a continuance the day before the trial was to start was a nullity D. holding that the trial court abused its discretion in failing to grant a continuance requested by telephone when the party requesting same was served with notice of the proceeding less than one hour before the hearing E. holding that trial court was required to give full effect to supreme courts judgment and that by failing to do so the trial court abused its discretion

assistant: The best answer is D. holding that the trial court abused its discretion in failing to grant a continuance requested by telephone when the party requesting same was served with notice of the proceeding less than one hour before the hearing