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: The Warrant Holder may exercise this Warrant in whole or in part, at any time or from time to time on any Business Day on or prior to the Expiration Date, by delivering to the Company a duly executed notice (a “ Notice of Exercise ”) in the form of Exhibit A and by payment to the Company of the Exercise Price per Warrant Share, at the election of the Warrant Holder, either (a) by wire transfer of immediately available funds to the account of the Company in an amount equal to the Exercise Amount, (b) by receiving from the Company the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having a value, based on the Closing Price on the trading day immediately prior to the date of such exercise (or if there is no such Closing Price, then based on the Appraised Value as of such day), equal to the Exercise Amount, or (c) any combination of the foregoing. The Company acknowledges that the provisions of clause (b) are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to such clause (b) will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act, and the holding period for the Warrant Shares shall be deemed to have commenced on the date this Warrant was originally issued to the Warrant Holder. At the request of any Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For all purposes of this Warrant (other than this Section 2(a)(i) ), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant into Shares in accordance with the terms of clause (b). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Sellers are the sole record holder and beneficial owner of 100% of the Capital Stock of HTS, free and clear of all liens, (ii), has good and marketable title to the HTS Stock, (iii) has full right, title, power and authority to validly, sell assign, transfer and convey the HTS Stock to the Buyer, and (iv) has not entered into any agreement to sell, hypothecate or otherwise dispose of the HTS Stock to any other person or entity. There are no bonds, debentures, notes or other indebtedness of HTS having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of HTS Stock may vote (“ Voting Company Debt ”). Except as otherwise set forth on Schedule 3.5 hereto, as of the date of this Agreement, there are no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, contracts, agreements, arrangements or undertakings of any kind to which HTS or the Sellers are a party or by which HTS or the Sellers are bound (i) obligating HTS or the Sellers to issue, deliver or sell, or cause to be issued, delivered or sold, additional HTS Stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any HTS Stock or other equity interest in, HTS, (ii) obligating HTS or the Sellers to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the HTS Stock. Each option to purchase shares of Common Stock of HTS shall be converted into an option to purchase an equal number of options of the Buyer. There options will have a term of five (5) years and be exercisable at the Per Share Value.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Id. Similarly in Green v. Green, the Maryland Court of Special Appeals, in holding that unvested stock options may be considered marital property, reasoned that restricted stock option plans, like pension plans, are a form of employee compensation. 64 Md.App. 122, 494 A.2d 721, 728 (1985). The court also reasoned that the options constituted marital property because the husband acquired such options while he was married. Id. According to the court, although the options have an “unassignable, unsalable” character and no fair market value, they are nonetheless an “economic resource.” Id. Several other state courts have also held that unvested stock options acquired during the marriage constitute marital property. See Richardson v. Richardson, 280 Ark. 498, 659 S.W.2d 510, 513 (1983) (<HOLDING>); In re Marriage of Hug, 154 Cal.App.3d 780, Options: A. holding that the trial court properly determined that unvested stock options have marital aspect B. holding that stock options that could be purchased but not sold without company consent during marriage were community property even though value of options was dependent upon employee spouses postdivorce employment C. holding that like pension benefits stock options are a form of deferred compensation for efforts expended during the marriage D. holding that unexercised stock options were not marital property E. holding that unexercised stock options obtained during the marriage are marital property just like traded options or traded common stock

assistant: The best answer is E. holding that unexercised stock options obtained during the marriage are marital property just like traded options or traded common stock
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: carved out four exceptions to the general rule that a corporation that acquires the assets of another is not liable for the selling corporation’s tort and contract obligations. See Schumacher v. Richards Shear Co., Inc., 59 N.Y.2d 239, 244, 464 N.Y.S.2d 437, 451 N.E.2d 195 (1983). Successor liability will be imposed on the surviving entity if “(1) it expressly or impliedly assumed the predecessor’s tort liability, (2) there was a consolidation or merger of seller and purchaser, (3) the purchasing corporation was a mere continuation of the selling corporation, or (4) the transaction is entered into fraudulently to escape such obligations.” Id. at 245, 464 N.Y.S.2d 437, 451 N.E.2d 195; see also Fitzgerald v. Fahnestock & Co., Inc., 286 A.D.2d 573, 575, 730 N.Y.S.2d 70 (1st Dep’t 2001) (<HOLDING>) (citation omitted). “The second and third Options: A. holding that the de facto merger doctrine is applicable to breachofcontract actions B. holding that the penalty is applicable C. recognizing doctrine D. holding the nafi doctrine applicable to cda cases E. holding rule applicable to witness

assistant: The best answer is A. holding that the de facto merger doctrine is applicable to breachofcontract actions
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 a Lender becomes a Defaulting Lender, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not in limitation thereof, except as set forth in the last sentence hereof, such Defaulting Lender’s right to participate in decision-making rights related to the Obligations in respect of Required Lender or Required Term Lender votes, this Agreement or the other Loan Documents shall be suspended during the pendency of such failure or refusal. Notwithstanding anything else provided herein, any amendment, waiver determination, consent or notification under Section 9.01 that would (i) reduce the principal amount of the Loan made by such Defaulting Lender, (ii) alter the terms and conditions of this sentence or (iii) otherwise disproportionately affect a Defaulting Lender, will require the consent of such Defaulting Lender.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The obligations of Loan Parties under Sections 2.2(f), 3.10, 3.11, 4.18(h), 17.5 and 17.9 together with any Section, terms or provisions hereof which by its terms so provides shall survive any termination of this Agreement and the Other Documents and payment in full of the Obligations.

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 case excerpt and choose the best holding from the options. Case excerpt: that the contract provided a 30-day payment period. Ms. McBride testified that her recollection was that Morganti had complained about the FBOP’s rejecting certain payment requisitions, and retaining and withholding money from progress payments, but that Morganti had not complained about the 30-day payment period that the FBOP was using. In any event, Morganti did not present any evidence to suggest that it pursued the matter further with the FBOP. To the contrary, Morganti did not raise the issue again until April 1997, just before the termination. In such circumstances, Morganti failed to prove its contention that the late payments consti tuted a material breach that would have justified Morganti’s nonperformance. D.W. Sandau Dredging, 96-1 BCA ¶ 28,064, at 140,161, 1995 WL 739023 (<HOLDING>); Jones Plumbing & Heating, Inc., 86-1 BCA ¶ Options: A. holding that materiality is established if a reasonable man would attach importance to its existence or nonexistence in determining his choice of action in the transaction in question B. recognizing that the fear experienced by the victim before death is a significant factor in determining the existence of this aggravating circumstance C. holding that contractor complaints that late or no payments are affecting performance is a significant factor in determining materiality D. holding that additional consideration is a factor in determining whether there is an implied contract of employment E. holding that duration of limitation is a factor in determining whether limitation is significant

assistant: The best answer is C. holding that contractor complaints that late or no payments are affecting performance is a significant factor in determining materiality
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 foreclosure: estoppel, breach of conditions precedent, unclean hands, and failure to mitigate damages. The affirmative defenses are based on the Commitment letter and the Crafts’ contention that their obligations under the notes were conditioned upon fulfillment of Montana Federal’s obligations under the Commitment Letter. The district court rejected these affirmative defenses on two separate grounds: 1) the contemporaneous execution requirements of FIRREA provision, 12 U.S.C. § 1823(e); and 2) the D’Oench, Duhme doctrine. 1. D’Oench, Duhme Doctrine The D’Oench, Duhme doctrine protects the FDIC from unwritten agreements that relieve a debtor of the obligation to repay a facially unconditional note. D’Oench, Duhme & Co. v. FDIC, 315 U.S. 447, 62 S.Ct. 676, 86 L.Ed. 956 (1942) (<HOLDING>). Although the Commitment Letter, the notes, Options: A. holding that the bank was not entitled to reform the note which stated that debtor would make monthly payments less than what the parties intended even though error was mutual mistake of parties where debtor made all of the previous payments was retired and could not afford to pay any additional obligations to the bank and meet his current living expenses B. holding debtor could cure after the debtor had previously made payments to the bank C. holding that where debtor lends himself to a scheme or arrangement whereby the banking authority on which the fdic relied in insuring the bank was or was likely to be misled the debtor is estopped from denying the obligation of a facially unconditional note D. holding debtor could include property because the bank accepted payments directly from the debtor and had previously allowed the debtor to cure default E. holding that a debtor in bankruptcy may claim as exempt the cash surrender value of a life insurance policy insuring the life of the debtor that is payable to a beneficiary other than the debtor under dccode ann 314716a2001 despite the absence of the term cash surrender from the statute

assistant: The best answer is C. holding that where debtor lends himself to a scheme or arrangement whereby the banking authority on which the fdic relied in insuring the bank was or was likely to be misled the debtor is estopped from denying the obligation of a facially unconditional note
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: During the Employment Term, the Company shall pay to the Executive an annual base salary of $500,000 (the “Base Salary”), which Base Salary shall be payable at the times and in the manner consistent with the Company’s general policies regarding compensation of the Company’s senior executives. The Base Salary will be reviewed periodically by the Compensation Committee and may be increased (but not decreased, except for across-the-board reductions generally applicable to the Company’s senior executives) from time to time in the Compensation Committee’s sole discretion.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: (2009) states that “Entry of Judgment” is defined as “when sentence is pronounced,” but in this case, there was no “sentence” pronounced. Thus, N.C. Gen. Stat. § 15A-101(4a) does not establish when “entry of judgment” occurs where a trial court grants a defendant’s motion to suppress. Our Supreme Court has determined that N.C. Gen. Stat. § 15A-101(4a) is “sufficiently analogous” to N.C. Gen. Stat. § 1A-1, Rule 58 “to pro vide guidance” in “constru[ing] G.S. § 15A-101(4a).” State v. Boone, 310 N.C. 284, 290, 311 S.E.2d 552, 556 (1984). Accordingly, in the criminal context, we have stated that “[e]ntry” of an order occurs when it is reduced to writing, signed by the trial court, and filed with the clerk of court. West v. Marko, 130 N.C. App. 751, 756, 504 S.E.2d 571, 574 (1998) (<HOLDING>); cf. N.C.G.S. § 1A-1, Rule 58 (Supp. 1997) Options: A. holding that the oral rendition of an order in open court does not constitute entry of that order B. holding that an order is not a final appealable order when it does not dispose of the complaints against all of the defendants C. recognizing that an authorized and timely motion for rehearing serves to toll rendition of a final order D. holding that oral rendition of judgment supported by the courts docket sheet was insufficient express specific written order is required E. holding that mere entry of a remand order divests a federal court of jurisdiction even where no certified copy of the order was mailed to a state court

assistant: The best answer is A. holding that the oral rendition of an order in open court does not constitute entry of that order
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: a rectal swab taken from the victim with new, more sophisticated technology. Id. Once conducted, the DNA profile did not match Youngblood; instead, it showed that Walter Calvin Cruise, who had two prior child sex abuse convictions in Texas, committed the assault. Id. at 277. Youngblood was released from prison and his conviction was vacated. Id. at 276. 5 . Although we note a similar jury charge was issued by the trial court in Youngblood, the propriety of this charge under state evidence law is not before the Court. Heretofore, an adverse inference charge based on missing evidence, sometimes referred to as a spoliation of evidence charge, has been limited to civil cases in South Carolina. See Stokes v. Spartanburg Reg’l Med. Ctr., 368 S.C. 515, 522, 629 S.E.2d 675, 679 (Ct.App.2006) (<HOLDING>); Kevin R. Eberle, Spoliation in South Options: A. recognizing a tort for the intentional spoliation of evidence B. holding that spoliation may be a basis for a cause of action where a third party has negligently destroyed material evidence but stating that jury charges that presume missing evidence weighs against the spoliator and discovery sanctions are available when spoliation is charged against an opposing party C. holding that an adverseinference jury instruction was an appropriate sanction for spoliation of evidence D. holding that an ij need not first identify the particular pieces of missing relevant evidence and show that this evidence was reasonably available to the applicant when he or she is not otherwise credible E. holding spoliation instruction was warranted in medical malpractice action where two pieces of evidence initially collected by hospital were missing

assistant: The best answer is E. holding spoliation instruction was warranted in medical malpractice action where two pieces of evidence initially collected by hospital were missing
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall pay the Executive an annual base salary (“Base Salary”) of Three Hundred Fifty Thousand Dollars ($350,000.00 ) per annum during fiscal year 2018. Base Salary shall be payable according to the customary payroll practices of the Company but in no event less frequently than once each month. The Base Salary shall be reviewed annually and shall be subject to adjustment according to the policies and practices adopted by the Company from time to time.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: By its signature, each Person executing this Agreement on behalf of a party hereto represents and warrants to the other parties hereto that it is duly authorized to execute this Agreement. The Credit Agreement Collateral Agent represents and warrants that this Agreement is binding upon the Credit Agreement Secured Parties. The Notes Collateral Agent represents and warrants that this Agreement is binding upon the Indenture Secured Parties. This Agreement is the “First Priority Intercreditor Agreement” under and as defined in the Indenture.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall cause the Executive to be paid an annual base salary (the “Base Salary”) as determined by the Board of Directors of ANC or its Compensation Committee (the “Compensation Committee”), which Base Salary, however, shall not be less than $585,000 per year, subject to all applicable withholdings. The Base Salary shall be paid in approximately equal installments to the Executive in accordance with established payroll practices of the Company (but no less frequently than monthly).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement, together with the Service Orders, Service Schedules and the other agreements executed on the date hereof in connection with the other documents executed among the Parties on the date of the Fourth Amended and Restated Omnibus Agreement, constitutes the entire agreement among the Parties pertaining to the subject matter hereof and supersedes all prior agreements and understandings of the Parties in connection therewith. In the event of a conflict of provisions of this Agreement and the Fourth Amended and Restated Omnibus Agreement or amendments thereto, the provisions of the Fourth Amended and Restated Omnibus Agreement, as it may be amended, shall prevail with respect to issues related to the contribution of the assets described therein, but not with respect to the Seconded Services provided as set forth in this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) The Borrower shall make each payment hereunder (except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Committed Currency), irrespective of any right of counterclaim or set-off, not later than 11:00 A.M. (New York City time) on the day when due in Dollars to the Agent at the applicable Agent’s Account in same day funds. The Borrower shall make each payment hereunder with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Committed Currency, irrespective of any right of counterclaim or set-off, not later than 11:00 A.M. (at the Payment Office for such Committed Currency) on the day when due in such Committed Currency to the Agent, by deposit of such funds to the applicable Agent’s Account in same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.10, 2.13 or 8.04(f)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.19 or an extension of the Termination Date in accordance with Section 2.20, and upon the Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date, the Relevant Anniversary of the Current Termination Date, as the case may be, the Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Assumption, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: this statutory claim falls under ERISA’s saving clause but provided no authority for this position. Contrary to Productive MD’s unsupported position, at least one district court in this circuit has held that ERISA’s saving clause does not save TenmCode § 56-7-105 from preemption under ERISA, because the state statute does not affect the spreading of policyholder risk and does not constitute an integral part of the insured-insurer relationship. Id. at 178 (collecting cases from other jurisdictions reaching similar conclusion). The Sixth Circuit has also found that ERISA preempted an Ohio bad faith insurance denial statute. See Schachner v. Blue Cross & Blue Shield of Ohio, 77 F.3d 889, 896-97 (6th Cir.1996); see also In re Life Ins. Co. of N. Am., 857 F.2d 1190, 1194-95 (8th Cir.1988) (<HOLDING>). In the absence of any cited authority to the Options: A. holding the state law claims were not preempted B. holding that erisa completely preempted certain state law claims and finding that erisa preempted an employees common law tort and contract claim when the employee sought benefits under the employers disability policy C. holding that claims for misrepresentation under texas insurance code were preempted because the plaintiffs sought to recover benefits under an erisa plan D. holding that erisa preempted claims under missouri vexatious refusal to pay statute E. holding that erisa preempted state law claim brought by employer against insurance company for wrongful claims processing

assistant: The best answer is D. holding that erisa preempted claims under missouri vexatious refusal to pay statute
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Tudor Chirila appeals the district court’s dismissal of his second amended complaint for lack of personal jurisdiction over the defendants. The defendants here (the English defendants) are all subjects of the United Kingdom. Chirila argues that the district court had personal jurisdiction based on the “effects” test. Chirila additionally contends that the district court abused its discretion in denying him leave to amend his complaint. We affirm. I. This court has jurisdiction under 28 U.S.C. § 1291. We review de novo whether Chirila has made a prima facie showing of jurisdictional facts. See Ballard v. Savage, 65 F.3d 1495, 1498 (9th Cir.1995) (<HOLDING>). II. This case arises out of the termination Options: A. holding that rule 12b6 disposition is reviewed de novo B. holding that antitrust standing is question of law reviewed de novo C. holding that a plaintiffs prima facie showing of jurisdictional facts is reviewed de novo D. holding question of law applied to undisputed facts reviewed de novo E. holding that confrontation clause claims are reviewed de novo

assistant: The best answer is C. holding that a plaintiffs prima facie showing of jurisdictional facts is reviewed de novo
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Loan Parties will comply with the requirements of all applicable laws, rules, regulations, and orders of any Governmental Authority, other than laws, rules, regulations, and orders the non-compliance with which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

assistant: Compliance With 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: and becomes liable to the mortgagor the same as anyone else who converts property to his own use.’ ” (quoting Marchand v. Ronaghan, 9 Idaho 96, 98, 72 P. 731, 732 (1903))). Conversion, in turn, requires a distinct act of wrongfully asserted dominion over another’s personal property, see Luzar v. Western Sur. Co., 107 Idaho 693, 696, 692 P.2d 337, 340 (1984), and a cause of action for conversion “accrues in favor of the owner of property as soon as the property is wrongfully taken from his possession or wrongfully converted.” Peasley Transfer & Storage Co. v. Smith, 132 Idaho 732, 743, 979 P.2d 605, 616 (1999). Title to property in a nonjudicial foreclosure action is not “taken” until the conclusion, of the sale. See Roos v. Belcher, 79 Idaho 473, 482, 321 P.2d 210, 215 (1958) (<HOLDING>). Thus, while we recognize that a few Options: A. holding that a wouldbe bona fide purchaser could not simply ignore the recorded notices of an impending nonjudicial foreclosure sale and fail to make inquiry as to whether the announced sale had occurred B. holding that a failure to comply with the foreclosure statutes invalidates a foreclosure sale C. holding that a trustee may conduct a nonjudicial foreclosure sale only after satisfying the conditions in former ors 86735 D. holding that a properly conducted nonjudicial foreclosure sale quiets title in the purchaser E. holding that plaintiffmortgagor lacked standing to enforce the terms of a foreclosure sale since there was no statutory authority allowing a mortgagor to enforce the provisions of a sale agreement when a foreclosure purchaser is in default

assistant: The best answer is D. holding that a properly conducted nonjudicial foreclosure sale quiets title in the purchaser
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the exposure requirement under the circumstances, and logic dictates that Plaintiffs came into contact with the soil on their property. Plaintiffs, of course, will have to prove exposure should this case proceed to trial, but, for the purposes of this Rule 12(b)(6) motion, the Court holds that the allegations in the complaint sufficiently state a claim for emotional distress damages based on fear over health problems. Accordingly, the Court denies Defendant’s motion to dismiss Plaintiffs’ claim for such emotional distress damages. C. Attorney Fees Under the American rule, “attorney’s fees may not be awarded to the prevailing party absent statutory authorization or an agreement between the parties so providing.” John Kohl & Co. P.C. v. Dearborn & Ewing, 977 S.W.2d 528, 534 (Tenn.1998) (<HOLDING>). The American rule is firmly established in Options: A. holding that there would be no exception to american rule on attorney fees for legal malpractice claims B. holding claims against attorney for legal malpractice must be asserted by attorneys actual client absent limited exception C. holding that a successful plaintiff in a legal malpractice action may recover initial fees a plaintiff pays or agrees to pay an attorney for legal services that were negligently performed and corrective fees incurred by the plaintiff for work performed to correct the problem caused by the negligent lawyer but not litigation fees which are legal fees paid by the plaintiff to prosecute the malpractice action against the offending lawyer D. holding that legal malpractice claims are not assignable E. holding that plaintiffs could not sue attorneys for legal malpractice so long as underlying medical malpractice action out of which legal malpractice claim arose was still pending on appeal

assistant: The best answer is A. holding that there would be no exception to american rule on attorney fees for legal malpractice claims
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Court appreciates that there is a declining market for the PRRS vaccine which may limit the duration of Boehringer’s patent. Moreover, Schering has informed the Court that Bayer Corporation and other companies now market competing vaccines which will also affect the PRRS market. Therefore, it appears that the PRRS vaccine market is more competitive now such that the ability to compensate Boehringer for its losses will be more difficult to determine. These limitations on the commercial success of Boehringer’s patent and the effective duration of its patent, even if not caused by Schering’s conduct, is an indication that Boehringer’s Patent has a shortened duration and thus, Boehringer’s need to enforce its right to exclusivity is more acute at this time. See Polymer, 103 F.3d at 975 (<HOLDING>); Bell & Howell Document Management Products Options: A. holding that a movant that clearly establishes likelihood of success on the merits receives the benefit of a presumption of irreparable harm B. holding that evidence that the infringer was not the principal or the sole cause of the patentees lost sales does not rebut the presumption of irreparable harm C. holding that a party who can show a significant risk of irreparable harm has demonstrated that the harm is not speculative D. holding that the district court erred when it failed to consider the presumption of irreparable harm E. holding that the threat of irreparable harm must be immediate

assistant: The best answer is B. holding that evidence that the infringer was not the principal or the sole cause of the patentees lost sales does not rebut the presumption of irreparable harm
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: Fin. Corp., et al., 904 F.2d 1498, 1504 (11th Cir.1990); see also, Lawlor v. National Screen Service, 349 U.S. 322, 326, 75 S.Ct. 865, 99 L.Ed. 1122 (1955). Therefore, the doctrine does not apply to the Bankruptcy Court’s Dismissal Order. 5 . Res judicata, like estoppel by judgment, is sometimes used to refer to the broader concepts of judicial preclusion law. See Nevada, 463 U.S. at 129, 103 S.Ct. 2906 Wright, et al., Federal Practice & Procedure §§ 4401-03 (1999). In the case at bar, the Court refers to res judicata in its more refined state, where it is a doctrine concerned with the preclusive effect of an individual claim. See Nevada, 463 U.S. at 129-30, 103 S.Ct. 2906; Wright, supra, at § 4406. 6 . See Citibank v. Data Lease Fin. Corp., et al., 904 F.2d 1498, 1504 (11th Cir.1990) (<HOLDING>). 7 . The cause of action is the same, despite Options: A. holding that res judicata applies in deportation proceedings B. holding that the doctrine of res judicata applies to deportation proceedings C. holding res judicata ie claim preclusion doctrine applies to consent judgments D. recognizing that res judicata applies to judgments approving workers compensation settlements E. holding that the doctrine of issue preclusion applies in removal proceedings

assistant: The best answer is C. holding res judicata ie claim preclusion doctrine applies to consent judgments
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 provided under the Credit Agreement or any other Loan Document, each Obligor hereby waives any and all notice of the incurrence of the Senior Debt or any part thereof and any right to require marshaling of assets.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: matter, Moton requested that the trial court poll the jury, and the court agreed to do so. The first four jurors questioned all indicated that they freely and voluntarily agreed with the guilty verdict. The court ing that evidence showed that trial court’s refusal to afford defendant first offender treatment was based on deliberate consideration of the case and sentencing options and, therefore, was not an abuse of discretion); Graydon, 313 Ga. App. at 581 (same). 15 Geiger v. State, 295 Ga. 648, 651 (3) (763 SE2d 453) (2014). 16 Graham v. State, 107 Ga. App. 332, 333 (1) (130 SE2d 166) (1963); see generally Boatwright v. State, 91 Ga. 13, 13 (16 SE 101) (1892). 17 Geiger, 295 Ga. at 651 (3) (punctuation omitted). 18 See Columbus v. State, 270 Ga. 658, 664-65 (4) (513 SE2d 498) (1999) (<HOLDING>). 19 Benefield v. State, 278 Ga. 464, 466 (602 Options: A. holding that trial court did not abuse its discretion in denying defendants motion for a continuance when record showed that contrary to defendants contention state did not fail to comply with discovery duties and that defendant failed to show that denial resulted in harm to his case B. holding that district court did not abuse its discretion in denying a motion to strike when movant failed to show prejudice C. holding denial of continuance to be an abuse of discretion D. holding that the district court did not err by concluding that the bankruptcy court did not abuse its discretion in denying motion for continuance motion to withdraw and motion for reconsideration and rehearing E. holding that trial court did not abuse its discretion by denying motion for continuance when not in proper affidavit form

assistant: The best answer is A. holding that trial court did not abuse its discretion in denying defendants motion for a continuance when record showed that contrary to defendants contention state did not fail to comply with discovery duties and that defendant failed to show that denial resulted in harm to his case
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: judgment entry makes clear that what the district court did was properly, albeit belatedly, decide questions of law on the basis of undisputed facts. The interpretation of an insurance policy presents a question of law for the court, not the jury, to decide. See, e.g., Diocese of Winona v. Interstate Fire & Casualty Co., 89 F.3d 1386, 1392 (8th Cir.1996); Marren v. Mutual Life Insurance Co., 84 F.3d 1068, 1070 (8th Cir.1996). Although the district court should have recognized appellants’ right to a jury trial, the district court correctly decided that it, and not the jury, was the decision-maker on the issue of contract interpretation, even though it effected that decision by improperly declaring the jury advisory. See, e.g., Alexander v. Gerhardt Enterprises, Inc., 40 F.3d at 191-93 (<HOLDING>); United States v. Williams, 441 F.2d 637, 645 Options: A. holding that a trial courts judgment must comply with the statutory requirement that the judgment contain written findings of fact and conclusions of law B. holding that court is not required to state findings of fact and conclusions of law when denying 3582 motion C. holding that the trial courts oral expression in open court of its future intention to render a judgment was not itself a judgment but rather the trial courts written findings of fact and conclusions of law were its judgment D. holding courts attempt to recognize actual jury verdict was improper in wake of landgraf but affirming judgment on basis of courts own findings of fact and conclusions of law E. holding that motion accepting judgment but requesting findings of fact and conclusions of law was not directed against the judgment

assistant: The best answer is D. holding courts attempt to recognize actual jury verdict was improper in wake of landgraf but affirming judgment on basis of courts own findings of fact and conclusions of 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: Read the case excerpt and choose the best holding from the options. Case excerpt: resident status, citizenship, or some other type of permanent resettlement.” On the other hand, Maharaj left Canada of his own volition to pursue what he perceived to be better opportunities in the United States, after invoking the process that Canada made available but without giving Canadian authorities a chance to confer, or not confer, some kind of permanent residence or resettlement status. Intuitively, this is a sensible reason to believe that asylum in the United States isn’t necessary to protect him fro he INS met its burden of introducing some evidence indicating that[petitioner] had been ‘firmly resettled’ in Germany, [the petitioner] bore the burden of demonstrating, by a preponderance of the evidence, that she had not been resettled”); see also Abdalla, 43 F.3d at 1399 (<HOLDING>). Second, the threshold showing of an offer can Options: A. holding that the government bears the burden of proving voluntary consent under the totality of the circumstances B. holding that the defendant bears the burden of proving outside contact with the jury C. holding that under the regulations the ins bears the initial burden of producing evidence that indicates that the firm resettlement bar applies and should the ins satisfy this threshold burden of production both the burden of production and the risk of nonpersuasion then shift to the applicant to demonstrate by a preponderance of the evidence that he or she had not firmly resettled in another country D. holding that once the government presents some evidence indicating that asylum is unavailable on the grounds of firm resettlement the petitioner bears the burden of proving that such ground does not apply E. holding that the party seeking to pierce the corporate veil bears the burden of proving that grounds for this action exist

assistant: The best answer is D. holding that once the government presents some evidence indicating that asylum is unavailable on the grounds of firm resettlement the petitioner bears the burden of proving that such ground does not apply
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to the foregoing restriction on assignment by Executive, this Agreement shall inure to the benefit of and be binding upon each of the parties; the affiliates, officers, managers, agents, successors and assigns of the Company; and the heirs, devisees, spouses, legal representatives and successors of Executive.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: challenged the adequacy of the BEA at trial is an exhibit it introduced regarding the 1077 methodology and testimony by district personnel that the BEA is exhausted by basic education costs. But in its complaint, the Alliance admittedly did not seek declaratory relief with respect to the BEA; instead, it sought relief regarding only the constitutionality of the special education funding scheme and, thus, a challenge to the adequacy of the BEA is outside the scope of its complaint. See In re Marriage of Leslie, 112 Wn.2d 612, 617, 772 P.2d 1013 (1989) (a court has no jurisdiction to grant relief beyond that sought in the complaint). Because Alliance did not challenge the adequacy of the BEA below, it may not do so on appeal. Martin v. Johnson, 141 Wn. App. 611, 617, 170 P.3d 1198 (2007) (<HOLDING>); see RAP 2.5(a). B. The Safety Net 1. Options: A. holding that an issue raised for the first time on appeal will not be considered by this court B. holding that appellate court will not normally address issue raised for the first time on appeal C. holding that court will not consider issue raised for first time on appeal D. holding that an issue not raised in the trial court cannot be raised for the first time on appeal E. holding that generally appellate courts will not review an issue raised for the first time on appeal

assistant: The best answer is E. holding that generally appellate courts will not review an issue raised for the first time on appeal
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 may issue a press release describing the material terms of the transactions contemplated hereby as soon as practicable following the Effective Date, and shall file with the Commission a Current Report on Form 8K, with this Agreement attached as an exhibit thereto, describing the material terms of the transactions contemplated hereby, and the Company shall consult with the Agent prior to making such disclosures, and the parties hereto shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosures that is reasonably satisfactory to all parties hereto. No party hereto shall issue thereafter any press release or like public statement (including, without limitation, any disclosure required in reports filed with the Commission pursuant to the Exchange Act) related to this Agreement or any of the transactions contemplated hereby without the prior written approval of the other party hereto, except as may be necessary or appropriate in the reasonable opinion of the party seeking to make disclosure to comply with the requirements of applicable law or stock exchange rules. If any such press release or like public statement is so required, the party making such disclosure shall consult with the other party prior to making such disclosure, and the parties shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosure that is reasonably satisfactory to all parties hereto.

assistant: Disclosures