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: ruling should be deferred.” National Automatic Laundry & Cleaning Council v. Shultz, 443 F.2d 689, 702 (D.C.Cir.1971). In light of the potential that a holding of finality would disrupt the regulatory process in this case, these practical perspectives on reviewability also support the conclusion that the section 167 order in this case is non-final. Therefore, although I am unpersuaded by the cases upon which the majority relies and believe the issue to be extremely close, I join in the judgment. It is to be hoped, however, that future Supreme Court cases will clarify the import of cases such as PPG and Frozen Food Express upon the finality doctrine in terms of the need to show immediate operative effect to hold declaratory agency action final. Moreover, since F.2d 86 (D.C.Cir.1986) (<HOLDING>); National Automatic Laundry & Cleaning Council Options: A. holding ripe for review advisory guidelines for processing freedom of information act requests B. holding that a motion picture film is a record for purposes of the freedom of information act 5 usc 552 1976 C. recognizing privacy interest in medical records requested under freedom of information act D. holding ripe for review letter written by administrative agency construing legislative history of statute E. holding that refusal to disclose records under faca constituted sufficient injury to bestow standing similar to when an agency denies requests for information under the freedom of information act

assistant: The best answer is A. holding ripe for review advisory guidelines for processing freedom of information act requests
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 AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF CALIFORNIA SITTING IN SAN DIEGO COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF CALIFORNIA, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH CALIFORNIA STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No Individual Borrower nor Operating Lessee shall create, incur, assume or suffer to exist any Lien on any portion of any Individual Property or permit any such action to be taken, except for Permitted Encumbrances and subject to the contest rights in Section 5.1.2 hereof.

assistant: Liens
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: States, 520 U.S. 461, 468, 117 S.Ct. 1544, 137 L.Ed.2d 718 (1994)). We start with the premise that plain error review first requires a finding (or at least an assumption) that an error has occurred. The trial court only commits error by admitting a confession without holding a voluntariness hearing on its own motion if “the evidence clearly reflects a question of voluntariness.” Renteria, 625 F.2d at 1283. Elier does not contend that his purported confession was actually coerced, but instead that the evidence adduced at trial clearly reflected a question of the voluntariness of his waiver of his Miranda rights. A waiver of Miranda rights must be voluntarily made, and a hearing may be required to determine its voluntariness. See Turner v. United States, 387 F.2d 333, 334 (5th Cir.1968) (<HOLDING>). The determination of whether a waiver is Options: A. holding that miranda warnings do not have to be given in the exact form stated in the miranda opinion as long as an effective equivalent is given B. holding that the warnings in their totality satisfied miranda C. holding that an objection on the basis of failure to give miranda warnings rather than physical or mental coercion does not change the requirement that a jackson v denno hearing be held outside the presence of the jury D. recognizing a public safety exception to the requirement that miranda warnings be given in order to use a suspects statement as evidence against him at trial E. holding that undercover officers questions posed to defendant in prison need not be preceded by miranda warnings because there was no compulsion or coercion

assistant: The best answer is C. holding that an objection on the basis of failure to give miranda warnings rather than physical or mental coercion does not change the requirement that a jackson v denno hearing be held outside the presence of the 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 legal provision and list the applicable contract clause categories. Provision: During this Agreement and thereafter, the Corporation and the Partnership shall indemnify the Executive to the fullest extent permitted by law against any judgments, fine, amounts paid in settlement and reasonable expenses (including attorneys’ fees) in connection with any claim, action or proceeding (whether civil or criminal) against the Executive as a result of the Executive serving as an officer or director of the Corporation or the Partnership, in or with regard to any other entity, employee benefit plan or enterprise (other than arising out of the Executive’s act of willful misconduct, gross negligence, misappropriation of funds, fraud or breach of this Agreement). This indemnification shall be in addition to, and not in lieu of, any other indemnification the Executive shall be entitled to pursuant to the Corporation’s or Partnership’s Articles of Incorporation, By-Laws, Agreement of Limited Partnership or otherwise. Following the Executive’s termination of employment, the Corporation and the Partnership shall continue to cover the Executive under the then existing director’s and officer’s insurance, if any, for the period during which the Executive may be subject to potential liability for any claim, action or proceeding (whether civil or criminal) as a result of his service as an officer or director of the Corporation or the Partnership or in any capacity at the request of the Corporation or the Partnership, in or with regard to any other entity, employee benefit plan or enterprise on the same terms such coverage was provided during this Agreement, at the highest level then maintained for any then current or former officer or director.

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 legal provision and list the applicable contract clause categories. Provision: Except as set forth on Schedule 5.6 hereto or as set forth in written notice to the Administrative Agent from time to time, there is no litigation, arbitration, governmental investigation, proceeding or inquiry pending or, to the knowledge of any of their officers, threatened against or affecting the Loan Parties which could reasonably be expected to have a Material Adverse Effect.

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 case excerpt and choose the best holding from the options. Case excerpt: 1249 (8th Cir.1993) (citing Kastigar, 406 U.S. at 453, 92 S.Ct. 1653), cert. denied, 511 U.S. 1035, 114 S.Ct. 1549, 128 L.Ed.2d 199 (1994), the immunity agreement itself governs the scope of the immunity involved. When a defendant enters an informal immunity agreement with the government rather than asserting his Fifth Amendment privilege against being compelled to incriminate himself, “the scope of ’informal immunity is governed by the terms of the immunity agreement.” United States v. Luloff, 15 F.3d 763, 766 (8th Cir.1994). This is true because an immunity agreement is likened to a contract between the government and the defendant, a concept universally recognized by courts faced with enforcing such agreements. See id.; United States v. Crawford, 20 F.3d 933, 935 (8th Cir.1994) (<HOLDING>); United States v. Conway, 81 F.3d 15, 17 (1st Options: A. holding that immunity agreements are analogous to plea agreements and are enforced under principles of contract law within the constitutional safeguards of due process B. holding that agreements other than fullfledged collective bargaining agreements may be contracts within the meaning of 301 C. holding that arbitration clauses as contractual agreements must be enforced to their terms D. holding that property settlement agreements may be specifically enforced E. holding that the rules of contract law are applicable to plea agreements

assistant: The best answer is A. holding that immunity agreements are analogous to plea agreements and are enforced under principles of contract law within the constitutional safeguards of due process
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: 1854, 60 L.Ed.2d 435 (1979) (quoting Olson v. United States, 292 U.S. 246, 255, 54 S.Ct. 704, 78 L.Ed. 1236 (1934)). Although condemnation of private property under the Natural Gas Act is a matter of federal law, 15 U.S.C. § 717f(h) provides that a federal district court must look to and apply the “practice and procedure” followed in similar proceedings in the courts where the property is situated. Generally speaking, state law governs compensation issues in eminent domain proceedings involving private interests. See Georgia Power Co. v. 138.30 Acres of Land, 617 F.2d 1112, 1121 n. 5 (5th Cir.1980) (en banc) (applying state law to questions concerning compensation under the Federal Power Act); Algonquin Gas Transmission Company v. 60 Acres of Land, 855 F.Supp. 449, 453 (D.Mass.1994) (<HOLDING>); Tennessee Gas Pipeline Company v. 104 Acres Options: A. recognizing that it is an open question whether drpa is a federal agency governed by the apa or a state agency governed by state administrative law B. recognizing that it is the proponents burden to demonstrate the admissibility of expert scientific testimony C. holding that the burden of laying the proper foundation for the admission of the expert testimony is on the party offering the expert and admissibility must be shown by a preponderance of the evidence D. holding that the admissibility of expert testimony was governed by state law E. holding that admissibility of a confession is governed by determining from the totality of the circumstances whether or not it was made voluntarily

assistant: The best answer is D. holding that the admissibility of expert testimony was governed by state law
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: A. "Confidential Information" of a party shall mean any trade secrets, know-how, inventions, products, designs, methods, techniques, systems, processes, software programs, works of authorship, business plans, customer lists, projects, plans, pricing, proposals and any other information which a party discloses to the Recipient Party that: (i) if disclosed in writing is clearly marked as confidential or carries a similar legend; or (ii) if disclosed verbally or in tangible form is identified as confidential at the time of disclosure, then summarized in a writing so marked by the Disclosing Party and delivered to the Recipient Party with fifteen (15) days.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement contemplates personal services by the Employee. Employee may not transfer or assign the Employee's rights or delegate Employee's duties and obligations under this Agreement. The rights and obligations of the Bank under this Agreement shall inure to the benefit of and shall be binding upon its and its successors and assigns. As used in this Agreement, the term "successor" shall include any person, firm, corporation, or other business entity which at any time whether by merger, purchase or otherwise acquires all or substantially all of the assets or business of the Bank.

assistant: Assignments
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 chapter 602. (Emphasis added.) 18 .Petitioners acknowledge that twice since the adoption of the RUAA, this court has restated its holding in Swinerton that appeals are allowable under the collateral order doctrine. (Citing Luke, 105 Hawai'i at 246, 96 P.3d at 266 n. 10; Douglass, 110 Hawai'i at 522, 135 P.3d at 131 n. 1 (2006).) However, Petitioners explain that the RUAA, which applies only to contracts made "on or after July 1, 2002,” HRS § 658A-3 (Supp. 2011), did not govern those cases because the contracts at issue were ent L 4078421 (N.C.App. Sept. 18, 2012) (unpublished) ("[0]ur Court has consistently held that ‘an order compelling the parties to arbitrate is an interlocutory order.’ ”); Teufel Const. Co. v. American Arbitration Ass’n, 3 Wash. App. 24, 472 P.2d 572, 573 (1970) (<HOLDING>). 29 . At oral argument, Petitioners stated Options: A. holding that an order compelling arbitration is not appealable because it is not listed in the uaa statute and because it is not final B. holding that an order compelling arbitration is not immediately appealable because it is not final and because it is not listed in the uaa appeals provision C. holding that orders compelling arbitration are not appealable not because of the uaa appeals provision but because it has been definitely settled by the supreme court of this state that an order compelling arbitration is not final and therefore is not appealable D. holding that an order compelling arbitration in an independent proceeding is appealable as a final order because in that context the order compelling arbitration resolves the sole issue before the court E. holding that an order granting a motion or application to compel arbitration is nonappealable because it is not listed in the uaa arbitration provision and because it is not a final order

assistant: The best answer is C. holding that orders compelling arbitration are not appealable not because of the uaa appeals provision but because it has been definitely settled by the supreme court of this state that an order compelling arbitration is not final and therefore is not appealable
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: hearing. According to Rodgers, he and Cowan were engaged in “cordial” conversation. While Rodgers was in uniform, he repeatedly testified that he had merely asked Cowan if he would put his hands on the wall for a pat-down. This testimony was expressly found by the district court to be credible. “In reviewing the denial of a motion to suppress, Ve accord considerable deference to the credibility findings of the trial court.’” United States v. McCauley, 548 F.3d 440, 447 (6th Cir. 2008) (quoting United States v. Cooke, 915 F.2d 250, 252 (6th Cir. 1990)). The distinction between a question and command can be slippery. This court has found language that might be characterized as commands to be requests in the past. See, e.g., United States v. Campbell, 486 F.3d 949, 956 (6th Cir. 2007) (<HOLDING>); United States v. Matthews, 278 F.3d 560, 562 Options: A. holding a suspects request for some time to think alone was not an invocation of the right to silence B. holding that the amendment constitutes a carve out to the unfair discrimination standard id at 64 C. holding that an officers request for a citizens identification by itself did not amount to a seizure D. holding that an officers hearsay statement was not cumulative to the eyewitnesss testimony where the officers statement provided the only evidence of a possible motive for the shooting and where the officers statement was based on his own observations not the eyewitnesss observations E. holding that an officers statement id like to see some id was a request

assistant: The best answer is E. holding that an officers statement id like to see some id was a request
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 Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the Applicable Rate on the average of the actual daily unused amount of the Available Revolving Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which such Commitment terminates. Accrued commitment fees shall be payable in arrears on the fifteenth (15th) Business Day following the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

assistant: Fees
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: Landlord and Tenant each represent and warrant that it has dealt with no broker or other party entitled to a commission or broker’s fee in connection with this Tenth Amendment other than Landlord or Landlord’s managing agent, and hereby agrees to indemnify the other party for any other claims for commissions or broker’s fees by any parties based on the parties dealings in connection with this Tenth Amendment.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT (EXCEPT, AS TO ANY OTHER CREDIT DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

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 legal provision and list the applicable contract clause categories. Provision: The Company has no direct or indirect subsidiaries other than those listed in Schedule 3.1(a) hereto. Except as disclosed in Schedule 3.1(a) hereto, the Company has no direct or indirect subsidiaries. The Company (i) owns, directly or indirectly, all of the capital stock or comparable equity interests of each Subsidiary free and clear of any and all Liens, and all the issued and outstanding shares of capital stock or comparable equity interest of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities, and (ii) does not own, directly or indirectly, any long-term debt of or equity interest in any other Person.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of any other minor for whom the respondent is responsible.” 705 ILCS 405/2 — 18(3) (West 1998). We find respondent’s attempt to distinguish In re J.H. to be unpersuasive because relevant and admissible evidence under the above section is not limited to minors who are part of the same family unit or to contemporary instances of abuse. See In re Harpman, 146 Ill. App. 3d 504, 513-14, 496 N.E.2d 1242 (1986) (where evidence of respondent father’s sexual abuse of daughters by a prior marriage established two years earlier was found admissible in a dispositional hearing regarding wardship of children in current marriage despite fact that there was no direct evidence of sexual abuse of children in current marriage); see also In re Edricka C., 276 Ill. App. 3d 18, 30, 657 N.E.2d 78 (1995) (<HOLDING>). Moreover, section 2 — 22(1) of the Juvenile Options: A. holding evidence of past uncharged sexual encounters admissible in child sexual abuse case to show relationship between defendant and alleged victim B. holding that past sibling abuse was admissible although it was by itself insufficient to show that abuse and neglect were imminent for child at issue C. holding a woman may be prosecuted for child neglect and endangering a child for prenatal substance abuse D. holding in termination of fathers rights that evidence was sufficient to support finding children were removed for abuse or neglect when previous decree reflected trial court made findings that children were removed from mother under chapter 262 for abuse or neglect E. holding evidence of outofstate instances of abuse admissible in child sexual abuse case to show intent opportunity and relationship between defendant and victim

assistant: The best answer is B. holding that past sibling abuse was admissible although it was by itself insufficient to show that abuse and neglect were imminent for child at issue
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 all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the domestic substantive laws of the State of New York without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

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: or outrageous to state a claim for intentional infliction of emotional distress. However, in light of the evidence discussed above that Sergeant McNicholas had conspired to manufacture the evidence on which such a conviction would be based— viz., the Mejias’ possession of the cocaine, his actions do begin to take on an extreme and outrageous character. Second, Sergeant McNicholas’s alleged repeated use of ethnic slurs against them during the course of the Mejias’ arrest and subsequent interrogation would probably be sufficient on its own to state a claim for IIED. Several courts have held that a police officer’s use of ethnic slurs, when coupled with use of excessive force, is sufficient to state an IIED claim. See, e.g., Holder v. Ivanjack, 39 F.Supp.2d at 970 (applying Illinois law) (<HOLDING>); Oliver v. Cuttler, 968 F.Supp. 83, 93 Options: A. holding that plaintiff stated iied claim where officer allegedly hurled racial epithets at him and struck him without provocation B. holding that because plaintiffs iied claim is based on the facts that support plaintiffs malicious prosecution claim plaintiffs iied claim did not accrue until the charges against them were dismissed C. holding that plaintiff stated iied claim where officers yelled racial slurs at attacked and filed false charges against him D. holding that the use of racial slurs and menacing remarks constitute severe conduct E. holding that motorists allegation that racial epithet was used against him coupled with officers justifiable use of force did not state iied claim

assistant: The best answer is C. holding that plaintiff stated iied claim where officers yelled racial slurs at attacked and filed false charges against 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 case excerpt and choose the best holding from the options. Case excerpt: approach”); New Vista, 719 F.3d at 220, 2013 WL 2099742, at *12 (same). 7 . ”[I]f Vacancies happen by Resignation, or otherwise, during the Recess of the Legislature of any State, the Executive thereof may make temporary Appointments until the next Meeting of the Legislature, which shall then fill such Vacancies.” U.S. Const. art. I, § 3, cl. 2. 8 . The Supreme Court also applied this functional approach in a case testing the meaning of the Pocket Veto Clause. See The Pocket Veto Case, 279 U.S. at 680, 49 S.Ct. 463. There, in considering whether the Senate was available to receive a bill from the President for the purposes of the Pocket Veto Clause, the Court eschewed a myopic focus on Congress's procedural status in favor of an analysis of the underlying purpose of the clause. See id. (<HOLDING>). By ignoring procedural technicalities, the Options: A. holding in a title vii case that it was within the purview of the courts discretion to determine whether or not the actual time expended by an additional attorney was reasonable B. holding that it was immaterial to whether the senate had adjourned if it was a final adjournment or an interim adjournment and instead considering whether the adjournment prevents the president from returning the bill to the house in which it originated within the time allowed C. recognizing that the necessary inquiry is not whether there was a warrant or whether there was time to get one but whether there was probable cause for the arrest D. holding that an indefinite adjournment of the 341a creditors meeting would nullify the thirtyday requirement in rule 4003b E. holding that when determining prejudice under the objective test relevant considerations include 1 whether the extrinsic evidence was received by the jury and the manner in which it was received 2 whether it was available to the jury for a lengthy period of time 3 whether it was discussed and considered extensively by the jury 4 whether it was introduced before a jury verdict was reached and if so at what point during the deliberations and 5 whether it was reasonably likely to affect the verdict considering the strength of the governments case and whether the governments case outweighed any possible prejudice caused by the extrinsic evidence

assistant: The best answer is B. holding that it was immaterial to whether the senate had adjourned if it was a final adjournment or an interim adjournment and instead considering whether the adjournment prevents the president from returning the bill to the house in which it originated within the time allowed
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Parties irrevocably agree that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party or its successors or assigns, shall be brought and determined exclusively in the courts of the State of Ohio (or, if any such court declines to accept jurisdiction over a particular matter, any state or federal court within the State of Ohio) and any appellate court therefrom. Each of the Parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the Parties hereby irrevocably waives, and agrees not to assert in any action or proceeding with respect to this Agreement, (1) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (2) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (3) to the fullest extent permitted by applicable legal requirements, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper, or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

assistant: Jurisdictions
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: prosecutor must have both a duty to represent an official and a disability that prevents the prosecutor from representing the official.” Id. at 298. ¶134 The majority recognizes that the Grant County prosecuting attorney’s conflict of interest created a disability, but it concludes that the prosecuting attorney had no duty to Coroner Morrison because Grant County was not the real party in interest and Coroner Morrison “voluntarily inserted himself” into the litigation. Majority at 67. Washington cases have relied on the county being the real party in interest as one basis for requiring a prosecutor to represent a county official but have never held that it is the only basis on which an official is entitled to representation. See, e.g., Lewis, 51 Wn.2d at 202; Osborn, 130 Wn.2d at 629 (<HOLDING>). And to say that Coroner Morrison “voluntarily Options: A. holding that the grant county prosecutor had a statutory duty to be legal advisor to the county clerk even though she was not embroiled in litigation in which the county was the real party in interest B. holding that both saline county and grant county had jurisdiction to try the appellant for murder where the actual killing occurred in one county but the acts requisite to the consummation of the murder and the subsequent disposal of the body occurred in the other county C. holding a county and a road district had standing to sue state highway commission and county tax collector based on their interest in and control over the public roads of the county D. recognizing county officers as those whose general authority and jurisdiction are confined within the limits of the county in which they are appointed who are appointed in and for a particular county and whose duties apply only to that county and through whom the county performs its usual political functions E. holding county clerk sued in official capacity was entitled to the immunity the county enjoyed

assistant: The best answer is A. holding that the grant county prosecutor had a statutory duty to be legal advisor to the county clerk even though she was not embroiled in litigation in which the county was the real party in interest
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: See Bell v. Hood, 327 U.S. 678, 682, 66 S.Ct. 773, 776, 90 L.Ed. 939 (1946); Growth Horizons, Inc. v. Delaware County, 983 F.2d 1277, 1280-81 (3d Cir.1993); Kehr Packages, Inc. v. Fidelcor, Inc., 926 F.2d 1406, 1408-10 (3d Cir.) (contrasting the standards governing 12(b)(1) and 12(b)(6) motions), cert. denied, 501 U.S. 1222, 111 S.Ct. 2839, 115 L.Ed.2d 1007 (1991); Davis v. Romney, 490 F.2d 1360, 1366 (3d Cir.1974). As the Third Circuit has instructed, “[a] district court has federal question jurisdiction in any case where a plaintiff with standing makes a non-frivolous allegation that he or she is entitled to relief because the defendant’s conduct violated a federal statute.” Growth Horizons, 983 F.2d at 1281; cf. Stibitz v. General Pub. Utils. Corp., 746 F.2d 993, 997 (3d Cir.1984) (<HOLDING>), cert. denied, 469 U.S. 1214, 105 S.Ct. 1187, Options: A. recognizing that a claim is an assertion of a right and if there is no assertion of a right there is no claim to deduct B. holding that a claim is not moot where there is a viable damages claim C. holding that a postconviction claim that is refuted by the record is without merit D. holding that there is no federal question jurisdiction where a claim is so insubstantial as to be completely devoid of merit E. holding that even where primary claim is a federal question pendent party jurisdiction is not a recognized basis of jurisdiction in the seventh circuit

assistant: The best answer is D. holding that there is no federal question jurisdiction where a claim is so insubstantial as to be completely devoid of merit
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 Purchaser has full power and authority to enter into, execute and deliver this Agreement and each agreement, certificate, document and instrument to be executed and delivered by the Purchaser pursuant to this Agreement and to perform its obligations hereunder. The execution and delivery by the Purchaser of this Agreement and the performance by the Purchaser of its obligations hereunder have been duly authorized by all requisite actions on its part.

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 case excerpt and choose the best holding from the options. Case excerpt: state may not comment on a defendant’s silence or failure to come forward. But notwithstanding that rule, we find no reversible error. Several of the comments to which Turner points are permissible comments on his flight rather than impermissible comments on his silence. Several of the comments concerned Turner’s failure to answer questions during conversations with witnesses, and therefore were properly the subject of questioning by the prosecutor. And counsel’s failure to object to any comments that were improper does not entitle Turner to a new trial, given the overwhelming evidence of his guilt, including his admission that he “touched [the victim] and [he] made her touch [him].” “[Statements about flight are proper as circumstantial evidence of guilt.” Rush, 294 Ga. at 390 (2) (a) (<HOLDING>). The prosecutor’s comments about Turner Options: A. holding that the prosecutors comment that the defendant sits here in front of the jury a guilty man was erroneous and should not be repeated in future cases B. holding that prosecutors statement that the guilty man flees but the righteous man stands bold as a lion was not an improper comment on defendants failure to come forward because statements about a defendants flight are proper as circumstantial evidence of guilt C. holding the prosecutors statements were not an inappropriate comment on the defendants failure to testify but rather a comment on the defendants failure to present convincing evidence to support his defense D. holding that the prosecutors reference to the nonexistence of mitigating evidence was not a comment on the defendants failure to testify E. holding that prosecutors comment on defendants failure to testify constituted plain error affecting the defendants substantial rights

assistant: The best answer is B. holding that prosecutors statement that the guilty man flees but the righteous man stands bold as a lion was not an improper comment on defendants failure to come forward because statements about a defendants flight are proper as circumstantial evidence of guilt
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: Schedule 5.8 contains an accurate list of all Material Subsidiaries of the Borrower as of the date of this Agreement, setting forth their respective jurisdictions of organization and the percentage of their respective capital stock or other ownership interests owned by the Borrower or other Subsidiaries. All of the issued and outstanding shares of capital stock or other ownership interests of such Material Subsidiaries have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and are fully paid and non-assessable.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: During the Term, the Executive shall serve as President of the Company, subject to the terms of this Agreement, with such duties, authority and responsibility as are commensurate with such position, subject to oversight and direction of the Company’s Chief Executive Officer . In exercising his duties and responsibilities, the Executive shall have all the power and authority necessary to fulfill and discharge his duties and responsibilities and shall abide by lawful directions given by the Board. The Executive shall be responsible for such additional duties commensurate with his position not materially inconsistent with the foregoing as may be reasonably determined by the Board from time to time.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement, the negotiation, terms and performance of this Agreement, the rights of the parties under this Agreement, and all actions arising in whole or in part under or in connection with this Agreement shall be governed by and construed in accordance with the domestic substantive laws of the State of New York, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction.

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: which the case would most likely be appealed. See, e.g., Secretary of Labor v. Interstate Brands Corp., 20 O.S.H. Cas. (BNA) 1102, at *2 n. 7 (2003). Under the law of our circuit, the Secretary will make out a prima facie case for the violation of an OSHA standard by showing (1) that the regulation applied; (2) that it was violated; (3) that an employee was exposed to the hazard that was created; and importantly, (4) that the employer “knowingly disregarded” the Act’s requirements. See Reich, 16 F.3d at 1155 (citing Cleveland Consolidated, Inc. v. Occupational Saf he supervisor may not have directly seen the subordinate’s misconduct, but he was in close enough proximity that he should have. See, e.g., Secretary of Labor v. Hamilton Fixture, 16 O.S.H. Cas. (BNA) 1073, at *17-19 (1993) (<HOLDING>). In the alternative, the Secretary can show Options: A. holding that the fact that defendant was standing in an open area between two apartment buildings and walked away upon the approach of law enforcement officers did not justify an investigatory detention B. holding that the fact the defendant matched an anonymous tips description was seen in a high crime area and walked away when police approached was insufficient to provide reasonable suspicion C. holding that a hostile work environment was sufficient to constitute constructive discharge because the harassment was expressed by the plaintiffs supervisor and the offending language was not only used in the plaintiffs presence but was directed at him D. holding that constructive knowledge was shown where the supervisor who had just walked into the work area was 10 feet away from the violative conduct E. holding that because the supervisor directly saw the violative conduct without stating any objection his knowledge and approval of the work methods employed will be imputed to respondent

assistant: The best answer is D. holding that constructive knowledge was shown where the supervisor who had just walked into the work area was 10 feet away from the violative conduct
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: be clearly erroneous.” Anderson v. City of Bessemer City, N.C., 470 U.S. 564, 574, 105 S.Ct. 1504, 84 L.Ed.2d 518 (1985). A district court reviews a bankruptcy court’s conclusions of law de novo. See Commodore, 331 F.3d at 1259; In re Calvert, 907 F.2d 1069, 1071 (11th Cir.1990). A bankruptcy court’s decision to allow or disallow a claim is reviewed under the abuse of discretion standard. See In re Jazz Casino Co., L.L.C., 2004 WL 2095616, at *5 (E.D.La.2004) (noting that a bankruptcy court’s decisions based upon equitable grounds are reviewed for abuse of discretion) (citing In re Coastal Plains, Inc., 179 F.3d 197, 205 (5th Cir.1999); In re Kolstad, 928 F.2d 171, 173 (5th Cir.1991)); see also Manufacturers Trust Co. v. Becker, 338 U.S. 304, 310 n. 7, 70 S.Ct. 127, 94 L.Ed. 107 (1949) (<HOLDING>) (citing 11 U.S.C. § 11). A bankruptcy court’s Options: A. holding equitable estoppel barred the plaintiffs claims because all of the claims of the amended complaint were in existence during the bankruptcy proceedings yet the plaintiff did not disclose any of the claims in its bankruptcy petitions plans of reorganization or disclosure statements B. holding that claims consideration in bankruptcy has no express time limit C. recognizing that the power of disallowance of claims conferred on the bankruptcy courts embraces the rejection of claims in whole or in part according to the equities of the case and emphasizing that a bankruptcy court may therefore limit the amount of claims in view of equitable considerations D. recognizing rule that state law governs the substance of claims in bankruptcy proceedings E. holding that the allowanceor disallowance of claims is unrelated to the dischargeability of those claims under section 523

assistant: The best answer is C. recognizing that the power of disallowance of claims conferred on the bankruptcy courts embraces the rejection of claims in whole or in part according to the equities of the case and emphasizing that a bankruptcy court may therefore limit the amount of claims in view of equitable considerations
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The RSUs may not be sold, assigned, transferred, pledged or otherwise encumbered. Upon your Termination of Service for any reason, other than as set forth in paragraphs (b) – (e) of Paragraph 3 hereof, you shall forfeit all of your right, title and interest in and to all unvested RSUs, except as determined by the Committee pursuant to Paragraph 3.1 hereof. In addition, upon the Determination Date, you shall forfeit all of your right, title and interest in and to any RSUs that are eligible to vest and become non-forfeitable on such date, but which fail to vest and become non-forfeitable on such date pursuant to the Performance Vesting Formula.

assistant: Forfeitures
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 Executive acknowledges that, by reason of being employed by the Company at the relevant times, to the extent permitted by law, all of the Work Product consisting of copyrightable subject matter is "work made for hire" as defined in 17 U.S.C. § 101 and such copyrights are therefore owned by the Company. To the extent that the foregoing does not apply, the Executive hereby irrevocably assigns to the Company, for no additional consideration, the Executive's entire right, title and interest in and to all Work Product and Intellectual Property Rights therein, including the right to sue, counterclaim and recover for all past, present and future infringement, misappropriation or dilution thereof, and all rights corresponding thereto throughout the world. Nothing contained in this Agreement shall be construed to reduce or limit the Company's rights, title or interest in any Work Product or Intellectual Property Rights so as to be less in any respect than that the Company would have had in the absence of this Agreement, subject to Section 5.2(e) .

assistant: Assignments
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: With respect to any currently outstanding restricted stock units granted to you under the Plan that are scheduled to vest on any date between September 16 - 30, 2018, September 16 - 30, 2019, or September 16 - 30, 2020, each such vesting date will be modified such that the outstanding restricted stock units will vest on September 15 of the given year.

assistant: Vesting