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: are entitled to relief, either directly to the corporation or through a derivative action. See Landon v. S & H Mktg. Group, Inc., 82 S.W.3d 666, 677 (Tex.App.-Eastland 2002, no pet.) (upholding breach-of-fiduciary-duty claim against officer-director who improperly authorized $40,000 bonus payment to himself). If, on the other hand, the director’s decision not to declare dividends is made for the benefit of the corporation, in compliance with the duties of care and loyalty, no relief is warranted. In that instance, a director generally will have fulfilled the duties by acting in the best interest of the corporation, even if there was an incidental injury to one or more individual shareholders. See, e.g., Rowe v. Rowe, 887 S.W.2d 191, 198 (Tex.App.-Fort Worth 1994, writ denied) (<HOLDING>). In sum, a remedy exists for dividend Options: A. holding that sole shareholder could recover on behalf of company but not in individual capacity for former shareholder and officers misappropriation of corporate assets B. holding that unless a shareholder can show personal cause of action and personal injury claims for fraud and breach of fiduciary duty belong to the corporation and not the shareholder C. holding that a shareholder who disposes of his shares loses standing to bring a derivative action no longer a shareholder in the corporation the defendant cannot maintain a derivative action on its behalf D. holding that shareholder could not prevail on breachoffiduciaryduty claim against other shareholder because alleged mishandling of funds did not result in any injury to the corporation E. holding that majority shareholders had legitimate business reasons for terminating a shareholder which included the reason that the shareholder was not working well with other employees

assistant: The best answer is D. holding that shareholder could not prevail on breachoffiduciaryduty claim against other shareholder because alleged mishandling of funds did not result in any injury to the corporation
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 457 U.S. 594 102 S.Ct. 2612 73 L.Ed.2d 245 Johann SCHMIDT, and Leland Pollard, etc., Petitioners,v.OAKLAND UNIFIED SCHOOL DISTRICT et al. No. 81-1444. June 21, 1982. PER CURIAM. 1 California Ed.Code Ann. § 39640 (West Supp.1982) requires school districts to award any contracts for work involving more than $12,000 to the "lowest responsible bidder." For projects over $100,000, the Oakland School District requires that to be considered responsible, general contractors must use minority-owned businesses for at least 25 percent of the dollar amount of the total bid. Petitioners submitted the low bid for an advertised project but were disqualified under the School District plan as not being responsible. They brought this action claiming damages and asserting that the affirmative-action plan violated not only the Federal Constitution but also state law. The Court of Appeals affirmed a judgment of the District Court upholding the plan on constitutional grounds. 662 F.2d 550 (1981). Although the Court of Appeals acknowledged that under one of its prior decisions, the plan at issue might be invalid under state law, it declined to decide the state-law question since it was a sensitive matter and petitioners could present it to the state courts. 2 If the affirmative-action plan is invalid under state law, the Court of Appeals need not have reached the federal constitutional issue. Nevertheless, the Court of Appeals declined to resolve the pendent state-law claim. Under Hagans v. Lavine, 415 U.S. 528, 546, 94 S.Ct. 1372, 1383, 39 L.Ed.2d 577 (1974), and Mine Workers v. Gibbs, 383 U.S. 715, 86 S.Ct. 1130, 16 L.Ed.2d 218 (1966), this was an abuse of discretion in the circumstances of this case. 3 We accordingly grant the petition for certiorari, vacate the judgment of the Court of Appeals, and remand the case for further proceedings consistent with this opinion. 4 So ordered.

assistant: 9
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 closely held corporation alone does not automatically create a fiduciary relationship between co-shareholders or co-members. See Kaspar v. Thorne, 755 S.W.2d 151, 155 (Tex.App.-Dallas 1988, no writ); see also Pabich v. Kellar, 71 S.W.3d 500, 504 (Tex.App.-Fort Worth 2002, pet. denied) (op. on reh’g); Hoggett v. Brown, 971 S.W.2d 472, 488 (Tex.App.-Houston [14th Dist.] 1997, pet. denied). And Texas courts have declined to recognize a broad formal fiduciary a formal fiduciary duty between co-shareholders of an LLC in the context of a redemption where the majority ownership interest had dominant control over the operation and management of the business); Vejara v. Levior Int’l LLC, No. 04-11-00595-CV, 2012 WL 5354681, at *5 (Tex. App.-San Antonio Oct. 31, 2012, pet. denied) (mem. op.) (<HOLDING>). Section 6.01 provides that the Lackners, as Options: A. holding that a termination of an erisa plans benefits must be based upon the plans terms and language B. holding authority to control limits duty to control C. holding that employers decision to merge plans did not invoke the fiduciary duty provisions of erisa D. holding that vejaras control and intimate knowledge of the companys affairs and plans gave rise to the existence of an informal fiduciary duty to levior E. holding that contract between parties not law of negligence gave rise to duty and accordingly provided exclusive source of remedy

assistant: The best answer is D. holding that vejaras control and intimate knowledge of the companys affairs and plans gave rise to the existence of an informal fiduciary duty to levior
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: when he rejects a settlement offer for full relief on the specific claims he asserts.”). B On appeal, Fitzgerald contends that the VA’s settlement proposal was not an offer of full relief because it did not offer him compensatory damages for emotional injuries that allegedly led to his hospitalization. Although Fitzgerald recognizes that he never specifically asked the VA or the EEOC for compensatory damages, he argues that Title VII claimants can obtain compensatory damages for emotional injuries only in actions brought in federal district court, not in administrative proceedings. He therefore maintains that he cannot be faulted for failing to ask the VA for compensatory damages because it is beyond the power of the VA to offer such. Cf. Marsh v. Jones, 53 F.3d 707, 710 (5th Cir.1995) (<HOLDING>). Fitzgex'ald also contends that it would be Options: A. holding that an alien must exhaust administrative remedies before seeking habeas relief from detention B. holding that federal prisoners need not exhaust their administrative remedies before filing suit in federal court C. holding that the prisoner must exhaust his administrative remedies as to each defendant later sued D. holding that a plaintiff need not exhaust his administrative remedies to bring a retaliation claim E. holding that state prisoner seeking only monetary damages in 1983 suit need not exhaust administrative remedies pursuant to 1997e if such remedies do not provide for the award of monetary relief

assistant: The best answer is E. holding that state prisoner seeking only monetary damages in 1983 suit need not exhaust administrative remedies pursuant to 1997e if such remedies do not provide for the award of monetary relief
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: another, so that a person in the declarant’s position would not have made the statement unless he or she believed it to be true. A statement tending to expose the declarant to criminal liability and offered to exculpate the accused is inadmissible, unless corroborating circumstances show the trustworthiness of the statement. § 90.804(2)(c), Fla. Stat. (2005). This exception applies only when the declarant is unavailable as a witness. See § 90.804(2), Fla. Stat. (2005); Curtis v. State, 876 So.2d 13, 18-19 (Fla. 1st DCA 2004). Here, there was no showing that either minor was unavailable as a witness or that, when they made their statements, they believed that they would be subject to criminal charges. See also Crawford v. Washington, 541 U.S. 36, 124 S.Ct. 1354, 158 L.Ed.2d 177 (2004) (<HOLDING>). 3 . In Stangherlin v. Kelly, 419 So.2d 1154, Options: A. holding that outofcourt statements by witnesses that are testimonial in nature are barred under the confrontation clause unless witnesses are unavailable and the defendant had a prior opportunity to crossexamine them B. holding that an absent witnesss statements are admissible under the confrontation clause only where the declarant is unavailable and only where the defendant had a prior opportunity to crossexamine C. holding that when declarant is unavailable outofcourt statements that are testimonial are inadmissible even if they meet an exception to the hearsay rules D. holding that testimonial hearsay statements of a witness who does not appear at trial are inadmissible under the confrontation clause of the sixth amendment unless the witness is unavailable to testify and the defendant has had a prior opportunity to crossexamine the witness E. holding that the confrontation clause bars admission of testimonial statements of a witness who did not appear at trial unless the witness was unavailable to testify and the defendant had a prior opportunity for crossexamination

assistant: The best answer is A. holding that outofcourt statements by witnesses that are testimonial in nature are barred under the confrontation clause unless witnesses are unavailable and the defendant had a prior opportunity to crossexamine them
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 shall be entitled to up to five (5) weeks of annual paid vacation per year, and any additional other leave time as is provided for under the Company's personnel policies applicable to executives of the Company. The Company encourages the taking of vacation time during the year in which the vacation time is earned. At the end of any calendar year unused vacation days will be forfeited.

assistant: Vacations
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: other words, the State argues, because “[t]he United States merely has the equitable ability under the law of apportionment to assert that the first-party plaintiff has a claim against the third-party defendant,” the United States is “attempting to act as a conduit for [Pjlaintiff s claim against the State” and thereby avoid the Eleventh Amendment. The key to the State’s argument is the absence of a duty under Alaska law between a defendant/third-party plaintiff and a third-party defendant. For other third-party claims, such as contribution and indemnity, in which such a duty does exist, this court and others have held that the Eleventh Amendment does not immunize a state from a third-party claim in federal court. See, e.g., United States v. Hawaii, 832 F.2d 1116, 1117 (9th Cir.1987) (<HOLDING>); Barrett v. United States, 853 F.2d 124, Options: A. holding that 1983 does not override a states eleventh amendment immunity B. recognizing the eleventh amendment does not bar the united states from suing a state C. holding that 1983 does not override states eleventh amendment immunity D. holding that the eleventh amendment does not bar the united states from asserting an indemnity claim against a state E. holding that the eleventh amendment does not prohibit the united states from prosecuting a claim of contribution

assistant: The best answer is E. holding that the eleventh amendment does not prohibit the united states from prosecuting a claim of contribution
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: WL 642930, at *4 (S.D.N.Y. Sept. 18, 1998)). Here, the Complaint does not allege any facts sufficient to meet this threshold. II. Breach of Constitution Construing the Complaint in the most favorable light to Hosokawa, her claim for breach of the Union constitution raises two distinct issues: SAG-AFTRA breached its constitution (1) by ignoring Hosokawa’s upgrade claims, and (2) threatening to review her membership. (See Compl. ¶¶ 55(A), 79, 84.) Neither allegation suffices. First, a breach of a union constitution claim that involves the “settlement of disputes” under a collective bargaining agreement and are factually analogous to duty of fair representation claims are subject to the same six-month limitations period. See Legutko v. Local 816, IBT, 853 F.2d 1046, 1047 (2d Cir. 1988) (<HOLDING>); Sanders v. Kiley, No. 91-CV-6320 (KMW), 1995 Options: A. holding that sixmonth statute of limitations period for filing unfair labor practice charges applies to employees action for breach of the duty of fair representation B. holding intentional conduct without rational basis is arbitrary breach of duty of fair representation C. holding that breach of good faith and fair dealing claim requires showing of breach of contract D. holding that sixmonth limitations period established in delcostello applies to a claim for breach of the duty of fair representation brought only against a union E. holding that sixmonth duty of fair representation statute of limitations applicable to claim alleging breach of union contract

assistant: The best answer is E. holding that sixmonth duty of fair representation statute of limitations applicable to claim alleging breach of union contract
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 further hereby irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding (other than appeals therefrom) arising out of or relating to this Supply Agreement in the courts of the State of New York or in the United States District Court for the Southern District of New York, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

assistant: Venues
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: Other than with respect to actions by the Borrowers to enforce this Note or the Securities Purchase Agreement regarding which a court of competent jurisdiction has issued a final, non-appealable order determining that Borrowers were not entitled to such enforcement, the Borrowers agree, jointly and severally, to defend, protect, indemnify and hold harmless ARES and each and its Affiliates and its and their shareholders, equity holders, owners, officers, directors, employees, attorneys and agents (each a “ Note Indemnified Party ” and collectively, the “Note Indemnified Parties” ) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for the Note Indemnified Parties in connection with any investigative, administrative or judicial proceeding, whether or not the Note Indemnified Parties shall be designated as a party thereto), which may be imposed on, incurred by, or asserted against any Note Indemnified Party (whether direct, indirect or consequential and whether based on any federal or state laws or other statutory regulations, under common law or at equitable cause, or on contract or otherwise) in any manner relating to or arising out of this Note or the Transaction Agreements, or any act, event or transaction related or attendant thereto, the making and the management of the Note or the use or intended use of the proceeds of the Note hereunder. The provisions of and undertakings and indemnifications set out in this Section 16 shall survive the satisfaction, payment, termination and cancellation of this Note.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: role had been limited in scope and analogous to the services contemplated by these rules, we must consider the par ties’ arguments regarding inherent judicial authority as the source of the judge’s authority to issue the order in this case. 2. Judge’s inherent authority to appoint a parent coordinator. The mother argues that without express authorization by statute or court rule, and without agreement of the parties, the judge was without authority to appoint a parent coordinator in this case. The father argues that the use of parent coordinators in Massachusetts has become increasingly common, and that in the absence of a statutory prohibition, it was a permissible exercise of the judge’s discretion to appoint a parent coordinator. See Matter of Moe, 385 Mass. 555, 561 (1982) (<HOLDING>). We conclude that judges in the Probate and Options: A. recognizing the broad power of federal courts to fashion appropriate relief B. holding that the finder of fact is given broad discretion in determining what promotes the childrens best interests C. recognizing that in decidingclaims arising under the probate code a court may exercise its equitable powers unless explicitly forbidden to do so D. recognizing broad equitable power of probate court to act in best interests of persons in its jurisdiction E. recognizing broad district court discretion to stay proceedings as an incident to its power to control its docket

assistant: The best answer is D. recognizing broad equitable power of probate court to act in best interests of persons in its 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: Subject to the provisions of Section 6, the Company hereby employs the Executive, effective on the Employment Date, and the Executive agrees to accept such employment on the Employment Date upon the terms and conditions hereinafter set forth. In the event that the Executive becomes an employee of the Company on any date other than January 1, 2014, then the actual date of employment shall be considered the Employment Date hereunder.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the General Counsel of the Company at the Company’s principal office, and any notice to be given to Holder shall be addressed to Holder at Holder’s last address reflected on the Company’s records. By a notice given pursuant to this Section 5.7, either party may hereafter designate a different address for notices to be given to that party. Any notice which is required to be given to Holder shall, if Holder is then deceased, be given to the person entitled to exercise his or her Option pursuant to Section 4.1 hereof by written notice under this Section 5.7. Any notice shall be deemed duly given when sent via email or when sent by certified mail (return receipt requested) and deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: by submitting any feedback , you agree that your disclosure is gratuitous , unsolicited and without restriction and will not place crowdtangle under any fiduciary or other obligation , and that we are free to use the feedback without any additional compensation to you , and/or to disclose the feedback on a non-confidential basis or otherwise to anyone .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: meaning of a statute unless the. language is ambiguous or the plain meaning leads to absurd results that the legislature could not possibly have intended” (citing Boykin, 818 S.W.2d at 785)). 303 . See Boykin, 818 S.W.2d at 785 (emphasizing that "absurd results" limitation is "a narrow exception to the plain meaning rule,” applicable only where "the Legislature could not possibly have intended” the meaning of a statute as read literally) (emphasis in original). The Court of Criminal Appeals has policed this limitation strictly. See, e.g., Spence v. State, 325 S.W.3d 646, 651 (Tex.Crim.App.2010) (not an "absurd result” to construe statute requiring display of license plate at "front” of vehicle to mean front bumper rather than a windshield or similar location); Boykin, 818 S.W.2d at 786 (<HOLDING>). 304 . E.g., Robertson, 649 P.2d at 579-80, Options: A. holding that possession of listed chemical with intent to manufacture controlled substance is controlled substance offense B. holding that quantity of the controlled substance does not have to be measurable to support a conviction for possession of such controlled substance particularly when the immeasurable amount of the substance is found on an implement used to consume the substance C. holding that mens rea required for possession of a controlled substance is knowledge that defendant possessed a controlled substance D. holding that possession of a controlled substance is a crime only if the defendant knowingly possesses the substance and has knowledge of the nature of that substance E. holding that prohibition against delivering a simulated controlled substance while expressly representing the substance to be a controlled substance excluded references made in slang terms and that this literal application of the provisions plain language does not lead to absurd consequences

assistant: The best answer is E. holding that prohibition against delivering a simulated controlled substance while expressly representing the substance to be a controlled substance excluded references made in slang terms and that this literal application of the provisions plain language does not lead to absurd consequences
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: Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid. In the case of Employee , mailed notices shall be addressed to Employee at the home address which he most recently communicated to the Company in writing. In the case of the Company, mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of its Secretary.

assistant: General
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 Water and Soil Resources (BWSR). The district’s licensing requirement was considered and approved by the BWSR, the state entity with oversight authority. Based on this record, the water shed district’s decision to adopt a licensing requirement was a policy-based decision protected by statutory discretionary immunity under Minn.Stat. § 466.03, subd. 6. II. A municipality is also immune from liability arising from “ [a]ny * * * act or omission of an officer or employee, exercising due care, in the execution of a valid or invalid * * * rule.” Minn.Stat. § 466.03, subd. 5 (1996). Landview argues that due care is a fact question that precludes summary judgment, relying on Boop v. City of Lino Lakes, 502 N.W.2d 409 (Minn.App.1993), review denied (Minn. Sept. 10, 1993). See id. at 411 (<HOLDING>). However, there is no conflicting evidence in Options: A. holding that the reasonableness of a defendants efforts in discharging a duty of care is a question for the trier of fact when the record does not permit summary judgment B. holding that estoppel was a question of fact C. holding question of citys exercise of due care in enforcement of ordinance was question of fact and inappropriate for summary judgment D. holding it is a question of fact E. holding that generally the question of waiver and estoppel is a question of fact

assistant: The best answer is C. holding question of citys exercise of due care in enforcement of ordinance was question of fact and inappropriate for summary judgment
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: resolved to transfer key LVRC documents and information to his personal computer to further his own competing business, and at that point his authorization to access the computer would have ended. Applying this reasoning, Brekka would have acted “without authorization” for purposes of §§ 1030(a)(2) and (4) once his mental state changed from loyal employee to disloyal competitor. We are unpersuaded by this interpretation. First, and most important, § 1030 is primarily a criminal statute, and §§ 1030(a)(2) and (4) create criminal liability for violators of the statute. Although this case arises in a civil context, our interpretation of §§ 1030(a)(2) and (4) is equally applicable in the criminal context. See Leocal v. Ashcroft, 543 U.S. 1, 11 n. 8, 125 S.Ct. 377, 160 L.Ed.2d 271 (2004) (<HOLDING>). It is well established that "ambiguity Options: A. holding that where a statute has both criminal and noncriminal applications courts should interpret the statute consistently in both criminal and noncriminal contexts B. holding that the reference to any court encompasses both state and federal courts C. holding that when the relevant criminal statute encompasses both violent and nonviolent felonies a sentencing court may go beyond the statutory language D. holding that the language of the statute and the courts duty to apply the statute as written requires the court to interpret the statute to apply when the prisoner is sentenced without regard to the institution where the prisoner is incarcerated after the sentencing E. holding that the district court may enhance a sentence for the use of a deadly weapon or under the habitual criminal statute but not both

assistant: The best answer is A. holding that where a statute has both criminal and noncriminal applications courts should interpret the statute consistently in both criminal and noncriminal contexts
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: At the Closing to occur as of the Closing Date, the Company shall pay on behalf of the Buyer or reimburse the Buyer for its legal fees and expenses incurred in connection with this Agreement in the amount of $20,000. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to Section 3.7 below, during the course of your employment with the Corporation or any Affiliate and continuing thereafter, you will not, directly or indirectly make, issue, authorize or publish any comments or statements (orally or in writing) to the media, to any individual or entity with whom or which the Corporation, or any of its Affiliates, has a business relationship, or to any other individual or entity, which disparages, criticizes or otherwise reflects adversely upon the Corporation, any of its Affiliates or any of their respective employees, officers or directors.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall make reasonable efforts to comply with all applicable federal and state securities laws and listing requirements with respect to the Restricted Shares; provided, however, notwithstanding any other provision of this Agreement, and only to the extent permitted under Section 409A of the Code, the Company shall not be obligated to deliver any Shares pursuant to this Agreement if the delivery thereof would result in a violation of any such law or listing requirement.

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 legal provision and list the applicable contract clause categories. Provision: All of the provisions of this Amendment shall be effective as of the date hereof. Except as specifically provided for in this Amendment, the terms of the Amended Agreement remain in full force and effect. In the event of any conflict or inconsistency between the terms of this Amendment and the Amended Agreement, the terms of this Amendment shall prevail and govern.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: ( 2 ) create or use cheats , `` mods '' , and/or hacks , or any other third-party software designed to modify the world of warcraft experience ;

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

user: Read the legal provision and list the applicable contract clause categories. Provision: EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER LOAN DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL‑ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 10.16 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER WILL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed by either of the parties hereto on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. This Agreement may be executed by facsimile.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: in the event you download software from the site , the software , including any files , images incorporated in or generated by the software , and the data accompanying the software ( collectively , the `` software '' ) is licensed to you by 9gag , inc or third party licensors for your personal , noncommercial use , and no title to the software shall be transferred to you .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the instant case, the Commonwealth Court has been noting the new standard and either applying it directly or remanding for its application. See, e.g., T.T. v. Dep't of Pub. Welfare, 48 A.3d 562 (Pa.Cmwlth.2012); A.S. v. Dep’t of Pub. Welfare, No. 148 C.D. 2012, 2012 WL 8667590 (Pa.Cmwlth. filed 12/14/12); C.H. v. Dep’t of Pub. Welfare, No. 815 C.D.2012, 2012 WL 8681510 (Pa.Cmwlth. filed 11/13/12); D.J. v. Dep’t of Pub. Welfare, No. 1980 C.D.2011, 2012 WL 8699997 (Pa.Cmwlth. filed 9/17/12); J.M. v. Dep't of Pub. Welfare, 52 A.3d 552 (Pa.Cmwlth.2012). 4 . Prior Commonwealth Court decisions have also required only substantial evidence in other administrative cases where loss of reputation and employment were at risk. See, e.g., Boguslawski v. Dep’t of Educ., 837 A.2d 614 (Pa.Cmwlth.2003) (<HOLDING>); and Ruane v. Shippensburg Univ., 871 A.2d 859 Options: A. holding that the same inference on the same record as that here was supported by substantial evidence B. holding that revocation of a teachers certificate for immorality and intemperance was supported by substantial evidence notwithstanding his acquittal on criminal charges for improperly touching a child C. holding substantial evidence supported jury finding of abuse of process D. holding revocation of appellants medical license not barred by previous acquittal on charge of criminal abortion even though criminal charge was basis of license revocation proceeding E. holding that standard for revocation of probation is preponderance of the evidence

assistant: The best answer is B. holding that revocation of a teachers certificate for immorality and intemperance was supported by substantial evidence notwithstanding his acquittal on criminal charges for improperly touching a child
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 $14 million stolen from JPMorgan is a proper measure of restitution for which Dobruna may be jointly and severally liable. See United States v. Nucci, 364 F.3d 419, 422 (2d Cir.2004). But a forfeiture order would defy the purpose and spirit of forfeiture law. CONCLUSION For the reasons stated above, the Government’s request is DENIED. SO ORDERED. 1 , Although 18 U.S.C. § 981(a)(1)(C) is a civil forfeiture statute, it has been integrated into criminal proceedings via 28 U.S.C. §'2461(c), which authorizes a court to order forfeiture of property as part of a criminal sentence. 2 . The presence of a criminal conspiracy adds nuance to these forfeiture rules, and it is true that Dobruna’s crime touched on a conspiracy. See United States v. Fruchter, 411 F.3d 377, 384 (2d Cir.2005) (<HOLDING>). However, Do-bruna was convicted only of the Options: A. holding that an individual conspirator may be ordered to forfeit all of the proceeds derived from the criminal enterprise he participated in B. holding municipal police department to be an enterprise within meaning of hobbs act C. holding jurisdiction over an individual may not usually be predicated on jurisdiction over a corporation unless the corporation is the alter ego of the individual or when the individual perpetrates a fraud D. holding intent may be inferred from all facts and circumstances E. holding that in interpreting a contract the actual purpose and intent of the parties must be derived

assistant: The best answer is A. holding that an individual conspirator may be ordered to forfeit all of the proceeds derived from the criminal enterprise he participated in
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: Collaborator will defend, indemnify and hold Wistar, the Principal Investigator, and any of Wistar’s trustees, officers, directors, affiliates, students and current and former employees (hereinafter referred to collectively as the “ Indemnified Persons ”) harmless against any and all liability, loss, damage, claim or expense (including attorney’s fees) (collectively the “ Indemnified Losses ”) arising out of or in connection with this Agreement, including without limitation, Indemnified Losses resulting from Collaborator’s breach of this Agreement or any use or other disposition by Collaborator, its employees, affiliates, contractors, vendors, licensees or agents of the results of the Collaborative Research, Research Results, or any Inventions, Patents, materials or products derived therefrom. Collaborator agrees to pay promptly to the Indemnified Persons the amount of all Indemnified Losses to which the foregoing indemnity relates. The indemnification rights of the Indemnified Persons contained herein are in addition to all rights which the Indemnified Persons may have at law or in equity or otherwise.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of the defendant, because ... confessions, even those that have been found to be voluntary, are not conclusive of guilt. And, as with any other part of the prosecutor’s case, a confession may be shown to be “insufficiently corroborated or otherwise ... unworthy of belief.” Crane v. Kentucky, 476 U.S. 683, 689, 106 S.Ct. 2142, 90 L.Ed.2d 636 (1986) (quoting Lego, 404 U.S. at 485-86, 92 S.Ct. 619). Whatever doubts the jury could have entertained about Brisbon’s videotaped confession — or any taint from its erroneous admission — would have been outweighed by Brisbon’s subsequent and independent confessions to Route and to the prosecutor that were removed in time and circumstance from the videotaped confession. Cf. Fulminante, 499 U.S. at 299, 111 S.Ct. 1246 (White, J., dissenting in part) (<HOLDING>). On this record, where the jurors were Options: A. recognizing that the legislature would not generally use a different meaning for the same word in a legislative provision unless a different purpose was intended B. holding that the plaintiffs had relied on illinois law because they could have filed in a different forum having a different statute of limitations C. recognizing the two different types of conspiracies under the federal statute D. recognizing that in some cases two confessions delivered on different occasions to different listeners might be viewed as being independent of each other E. recognizing different factual situations may dictate application of a different valuation ie other than fair market value of the damage to the property

assistant: The best answer is D. recognizing that in some cases two confessions delivered on different occasions to different listeners might be viewed as being independent of each other
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 Revolving Commitments and the related L/C Commitments of the relevant L/C Issuers shall terminate automatically on the Revolving Termination Date. The Swing Line Commitment of the Swing Line Lender shall terminate automatically on the Swing Line Termination Date. The Term Commitments shall terminate automatically immediately after the making of the Term Loans on the Closing Date.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: remedy in the 2014 case, they have obtained full relief and we need not address the issues raised in this appeal. In Docket No. 325471, we reverse the trial court’s order and remand for further proceedings. We dismiss the appeal in Docket No. 327840 as moot. We do not retain jurisdiction. Neither party may tax costs, an issue of first impression being involved. MCR 7.219(A). Stephens and Riordan, JJ., concurred with Murray, P.J. 1 Gallagher v Kaper Props, Inc, unpublished order of the Court of Appeals, entered July 14, 2015 (Docket No. 327840). 2 The Supreme Court has recognized the many social and economic benefits resulting from respecting the corporate form. Klager v Robert Meyer Co, 415 Mich 402, 411 & n 5; 329 NW2d 721 (1982). 3 Nor did Aioi Seiki Inc, 11 F Supp 2d at 953-954 (<HOLDING>). 4 Belleville is the only published case that Options: A. recognizing the cause of action B. recognizing cause of action C. holding that dismissal is proper for a derivative cause of action but not for a direct cause of action D. holding that corporation can file an answer when the plaintiffs cause of action is such as to endanger rather than advance corporate interests but not where the cause of action is fraud against the corporate directors E. holding that because a piercing of the corporate veil action is not a new cause of action but merely a means of determining whether multiple entities exist as separate entities or were mere alter egos of each other it is supplementary in nature to the original action and should be brought pursuant to pr civ p 69a

assistant: The best answer is E. holding that because a piercing of the corporate veil action is not a new cause of action but merely a means of determining whether multiple entities exist as separate entities or were mere alter egos of each other it is supplementary in nature to the original action and should be brought pursuant to pr civ p 69a
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: claimants at least 180 days following receipt of a notification of an adverse benefit determination within which to appeal the determination.” 29 C.F.R. § 2560.503 — l(h)(3)(i). 4 . As to whether either Edwards’s October 2007 letter or her counsel’s February 2008 letter put the Plan under a duty to inquire whether Edwards wished for one or both of the letters to be construed as an appeal, we find that they did not. It is the case, as Edwards points out, "that fiduciaries cannot shut their eyes to readily available information when the evidence in the record suggests that the information might confirm the beneficiary’s theoiy of entitlement and when they have little or no evidence in the record to refute that theory.” Gaither v. Aetna Life Ins. Co., 394 F.3d 792, 807 (10th Cir.2004) (<HOLDING>). However, neither of the letters at issue put Options: A. holding that a payment is under the plan when the debt is provided for in the plan B. holding that plan language giving plan administrator power to determine which employees are eligible to participate in the plan and providing all parties dealing with the plan an interpretation of plan provisions on request indicates deferential standard of review of trustee eligibility decisions C. holding that a plan administrator was arbitrary and capricious in denying a plan participants claim that use of prescription narcotics rendered the participant disabled from the performance of his occupation and thus eligible for benefits under the plan without investigating the claim D. holding that plan language granting the plan administrator the sole discretion to construe the terms of a long term disability policy and to determine eligibility under the policy triggered arbitrary and capricious review E. holding that plan administrator of an erisa health plan did not have to anticipate the confusion of a plan participant

assistant: The best answer is C. holding that a plan administrator was arbitrary and capricious in denying a plan participants claim that use of prescription narcotics rendered the participant disabled from the performance of his occupation and thus eligible for benefits under the plan without investigating the claim
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be interpreted solely pursuant to the laws of the State of New York, exclusive of its conflicts of laws principles. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York, for the purposes of any suit, action, or other proceeding arising out of this Agreement or any transaction contemplated hereby.

assistant: Governing Laws