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 interpretation, performance and enforcement of this Grant Agreement shall be governed by the laws of the State of Delaware without regard to principles of conflicts of laws. The Holder may only exercise his or her rights in respect of the Plan, the Grant Agreement and these Performance Units to the extent that it would be lawful to do so, and Mattel would not, in connection with this Grant Agreement, be in breach of the laws of any jurisdiction to which the Holder may be subject. The Holder shall be solely responsible to seek advice as to the laws of any jurisdiction to which he or she may be subject, and participation by the Holder in the Plan shall be on the basis of a warranty by the Holder that the Holder may lawfully so participate without Mattel being in breach of the laws of any such jurisdiction.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration of the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee or subcommittee, as applicable). Any delegation of administrative powers will be reflected in resolutions, not inconsistent with the provisions of the Plan, adopted from time to time by the Board or Committee (as applicable). The Committee may, at any time, abolish the subcommittee and/or revest in the Committee any powers delegated to the subcommittee. The Board may retain the authority to concurrently administer the Plan with the Committee and may, at any time, revest in the Board some or all of the powers previously delegated.

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 legal provision and list the applicable contract clause categories. Provision: For clarity, Denali agrees to indemnify the Sanofi Indemnitees and defend and hold each of them harmless, from and against any and all Indemnified Losses in connection with any and all Third Party Claims incurred or rendered against the Sanofi Indemnitees arising from or occurring as a result of the Development, Manufacture, Commercialization or other Exploitation of any Terminated Denali Product in the Terminated Area in accordance with Section 12.2 (Indemnification of Sanofi) after the effective date of termination, and any such termination by Denali shall not limit Denali’s obligation to indemnify Sanofi for any such Third Party Claims made by such Third Party related to the Exploitation of any Terminated Denali Product after the effective date of termination.

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: address the precise language of the agreement. See id. at 1018. That case cannot stand for the proposition that any contractual rate of interest applies postjudgment, because that would conflict with the merger rule and would have made it unnecessary for the court in Hymel to emphasize that the contractual rate of interest applied both before and after judgment. 23 .See also Steven H. Reisberg & Kristin M. Pauley, An Arbitrator’s Authority to Award Interest on an Award Until "Date of Payment”: Problems and Limitations, 2013 Int’l Arb. L.Rev. 25, 29-30 ("To successfully ‘contract out’ of the statutory post-judgment interest rates, it is therefore critical that the language used specifically refer to the post-judgment period.”). 24 . Cf. also Carte Blanche, 888 F.2d at 264, 268-70 (<HOLDING>) 25 . See also Hosier v. Citigroup Global Options: A. holding that arbitration award of postaward interest at 8 accruing from the 31st day after service of this award until final payment of the award was insufficient to displace federal rate B. holding that rule 60a is the proper vehicle for correcting a judgment in order to provide for an award of prejudgment interest where among other things governing law would make the interest award automatic or the district court clearly intended to make the interest award in its prior order C. holding that arbitral award of 10 interest to the date or dates of payment merged into the judgment D. holding that interest does not begin to accrue until the date of judgment not the date of verdict E. holding that the date of sale for an installment contract was the date of contract formation not the date of the last payment due

assistant: The best answer is C. holding that arbitral award of 10 interest to the date or dates of payment merged into the 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 legal provision and list the applicable contract clause categories. Provision: The Supplemental Guarantor hereby acknowledges that it has received a complete copy of the Credit Agreement and all modifications, supplements and amendments thereto and agrees that it shall be bound by all provisions of the Credit Agreement applicable to Guarantors, including, without limitation, the Guarantee Agreement set forth in Section 9.16 thereof, with the same force and effect as if the Supplemental Guarantor had executed the Credit Agreement as a Guarantor on the Effective Date.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: You agree that both during and after any employment with the Company, regardless of how, when or why such employment ends, you shall provide reasonable cooperation to the Company and its affiliates in connection with any pending or future lawsuit, arbitration, or proceeding between the Company and/or any affiliate and any third party, any pending or future regulatory or governmental inquiry or investigation concerning the Company and/or any affiliate and any other legal, internal or business matters of or concerning the Company and/or any affiliate. Such cooperation shall include meeting with and providing information the Company, any affiliate and/or their respective attorneys, auditors or other representatives as reasonably requested by the Company. The Company shall reimburse any reasonable legal fees and related expenses you incur in order to comply with this Section 4.6.

assistant: Cooperation
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: Durbin, 560 F.Supp. 654, 661 (E.D.Pa.1983). See generally Curtis, 811 F.2d at 1376 and cases cited therein (summarizing both majority and minority views). We need not decide which : line of cases New Mexico would follow. BC & L did not meet all substantive and proeedural requirements because it was not licensed at the time of bidding. Under either the majority or the minority view, it did not have a property interest protected by the due process clause. Its due process arguments must therefore fail. ? However, BC & L had the right to procedures established by the regulations under the Procurement Code for all bidders and an implied contract with the State Purchasing Office that all bidders would be treated fairly. See Planning & Design Solutions, 118 N.M. at 714-15, 885 P.2d at 635-36 (<HOLDING>). The regulations clearly provide that a Options: A. holding that a denial of a bid protest without holding a hearing did not deprive a disappointed bidder of any property rights because there is no legitimate claim of entitlement to a government contract unless the contract actually is awarded B. holding that unsuccessful bidder is awarded its bid preparation costs because the government violated its implied contract to have the involved bids fairly and honestly considered C. holding that the losing bidder has standing to challenge the award of a government procurement contract D. holding that city had implied contract with bidder to treat bidder fairly E. holding that if the government is obligated to rebid the contract and the unsuccessful bidder could compete for the contract once again and therefore has an economic interest and standing to challenge the award

assistant: The best answer is D. holding that city had implied contract with bidder to treat bidder fairly
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 representations and warranties made hereunder and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement, the purchase of the Series 2017-VFN Notes hereunder, any transfer of Series 2017-VFN Notes, and the termination of this Agreement.

assistant: Warranties
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: discrimination cases, by stating that: “Commonality requires the plaintiff to demonstrate that the class members ‘have suffered the same inju ry.’ ” Wal-Mart, 131 S.Ct. at 2551 (quoting Gen. Tel. Co. of Sw. v. Falcon, 457 U.S. 147, 157, 102 S.Ct. 2364, 72 L.Ed.2d 740 (1982)). “This does not mean merely that they have all suffered a violation of the same provision of law,” but instead that their claims “depend upon a common contention ... of such a nature that is capable of classwide resolution—which means that determination of its truth or falsity will resolve an issue that is central to the validity of each one of the claims in one stroke.” Id. Although “for purposes of Rule 23(a)(2) even a single common question will do,” id. at 2556 (internal citation an 48, 56 (3d Cir.1994) (<HOLDING>). See also Californians for Disability Rights, Options: A. holding individual defendants subject to suit B. holding that where both liability and damages depend on individual factual determinations claims may only be determined on individual basis C. holding that courts should consider the merits of the litigants claims the nature of the factual issues the litigants ability to present his claims and the complexity of the legal issues D. holding that individual factual differences among the individual litigants or groups of litigants will not preclude a finding of commonality E. 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

assistant: The best answer is D. holding that individual factual differences among the individual litigants or groups of litigants will not preclude a finding of commonality
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 U.S. Facility Loan Parties shall indemnify, hold harmless and reimburse (within ten (10) days after demand therefor) each Credit Party and each Security Trustee for the full amount of any Indemnified Taxes or Other Taxes (including those attributable to amounts payable under this Section) withheld or deducted by any U.S. Facility Loan Party or the Agent, or paid by such Credit Party or such Security Trustee, with respect to any U.S. Facility Obligations, whether or not such Taxes were properly asserted by the relevant Governmental Authority, and including all reasonable expenses relating thereto. A certificate as to the amount of any such payment or liability delivered to a Loan Party Agent by a Credit Party or Security Trustee (with a copy to the Agent), shall be conclusive, absent manifest error. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by a Borrower, the relevant Loan Party Agent shall deliver to the Agent a receipt from the Governmental Authority or other evidence of payment reasonably satisfactory to the Agent.

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: In further consideration of the execution by the Holders of this Amendment Agreement, the Company, on behalf of itself and each of its Subsidiaries and Affiliates, and all of the successors and assigns of each of the foregoing (collectively, the “ Releasors ”), hereby completely, voluntarily, knowingly, and unconditionally releases and forever discharges each of the Holders and each of their respective advisors, professionals and employees, each affiliate of the foregoing and all of their respective successors and assigns (collectively, the “ Releasees ”), from any and all claims, actions, suits, and other liabilities, including, without limitation, any so-called “lender liability” claims or defenses (collectively, “ Claims ”), whether arising at law or in equity, which any of the Releasors ever had, now has or hereinafter can, shall or may have against any of the Releasees for, upon or by reason of any matter, cause or thing whatsoever from time to time occurring on or prior to the date hereof, in any way concerning, relating to, or arising from (a) any of the Releasors, (b) the Note Purchase Agreement, the Notes, the Subsidiary Guaranty or any of the other agreements, documents, or instruments executed and delivered in connection therewith, or any of the obligations thereunder, (c) the financial condition, business operations, business plans, prospects or creditworthiness of the Company, and/or (d) the negotiation, documentation and execution of this Amendment Agreement and any documents relating hereto. The Company, on behalf of itself and the other Releasors, hereby acknowledges that they collectively have been advised by legal counsel of the meaning and consequences of this release.

assistant: Releases
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: Upon the request of the Service Recipient after the termination of a Service with respect to which the Service Provider holds books, records or files, including current and archived copies of computer files, (i) owned solely by the Service Recipient or its Affiliates and used by the Service Provider in connection with the provision of a Service pursuant to this Agreement or (ii) created by the Service Provider and in the Service Provider’s possession as a function of and relating solely to the provision of Services pursuant to this Agreement, such books, records and files shall either be returned to the Service Recipient or destroyed by the Service Provider, with certification of such destruction provided to the Service Recipient, other than, in each case, such books, records and files electronically preserved or recorded within any computerized data storage device or component (including any hard-drive or database) pursuant to automatic or routine backup procedures generally accessible only by legal, IT or compliance personnel, which such books, records and files will not be used by the Service Provider for any other purpose. The Service Recipient shall bear the Service Provider’s reasonable, necessary and actual out-of-pocket costs and expenses associated with the return or destruction of such books, records or files. At its expense, the Service Provider may make one copy of such books, records or files for its legal files.

assistant: Records
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: venue, the propriety of venue is fixed in the county chosen by the plaintiff. Tex.Civ.PRAC. & Rem.Code Ann. § 15.063 (Vernon 1986); Tex.R.Civ.P. 86-1. If a defendant objects to the plaintiffs venue choice and properly challenges that choice through a motion to transfer venue, the question of proper venue is raised. Tex.R.Civ.P. 86. The burden is on the plaintiff to prove that venue is maintainable in the county of suit. Id. 87-2(a). If the plaintiff fails to meet this burden, the trial court must transfer the lawsuit to another specified county of proper venue. Tex.Civ.PRAC. & Rem.Code Ann. § 15.063(1) (“The court ... shall transfer an action to another county of proper venue if ... the county in which the action is pending is not a proper county....”); Tieuel, 654 S.W.2d at 775 (<HOLDING>). If the plaintiff meets the burden, the trial Options: A. holding that if a modification petition is filed in a county where venue is appropriate it is improper to transfer the venue to another county merely because venue also would have been proper in the other county however once an enforcement proceeding is undertaken in an appropriate venue venue is improper in a different county over a subsequently filed petition to modify the decree which was the subject of the enforcement proceedings B. recognizing that the plaintiff has the right to file suit in any permissible county C. holding venue proper where proper when the action was commenced D. holding that even if venue was improper the case should have been transferred not dismissed E. recognizing that if the plaintiff files suit in a county where venue does not lie the plaintiff waives the right to choose and the defendant may have the suit transferred to a proper venue

assistant: The best answer is E. recognizing that if the plaintiff files suit in a county where venue does not lie the plaintiff waives the right to choose and the defendant may have the suit transferred to a proper venue
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment may be executed in any number of counterparts, each such counterpart constituting an original but all together one and the same instrument. Any party delivering an executed counterpart of this Amendment by fax shall also deliver an original executed counterpart, but the failure to do so shall not affect the validity, enforceability or binding effect of this Amendment.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 1035 (9th Cir.1998), as amended, 166 F.3d 1051 (9th Cir.1999) (stating that violation of § 5033 of Federal Juvenile Delinquency Act may, upon a showing of prejudice, justify limited remedies such as suppression, even though statutory violation does not deny due process), cert. denied, - U.S. -, 120 S.Ct. 106, 145 L.Ed.2d 89 (1999); United States v. Van Poyck, 77 F.3d 285, 288 (9th Cir.1996) (noting that incriminating statements obtained in violation of Fed.R.Crim.P. 5(a) and 18 U.S.C. § 3501(c) may be excluded by the court’s discretion); United States v. Soto-Soto, 598 F.2d 545, 550 (9th Cir.1979) ("Statutory law was disregarded. Exclusion of the evidence seized is the only available effective deterrent of such disregard.”); cf. United States v. Doe, 862 F.2d 776, 780-81 (9th Cir.1988) (<HOLDING>); United States v. Gatto, 763 F.2d 1040, 1046 Options: A. holding that failure to explain allegations and possible consequences was fundamental error that required reversal even though the juvenile had not raised this in his brief B. holding that failure to give explanation of allegations required reversal C. holding that reversal of conviction is required if alien defendant was prejudiced by governments failure to contact his parents and mexican consulate as required by federal juvenile delinquency act D. holding that the juvenile courts alleged failure to approve by written order the filing of a delinquency petition was a procedural error and not a jurisdictional one and thus could not be attacked collaterally E. holding that no federal nexus is required

assistant: The best answer is C. holding that reversal of conviction is required if alien defendant was prejudiced by governments failure to contact his parents and mexican consulate as required by federal juvenile delinquency act
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THE LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12 .

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 case excerpt and choose the best holding from the options. Case excerpt: closing statements, in which he discussed the jury instructions regarding the definition of an enterprise: Did, in fact, [the Eme] have rules that were followed? Did it have a mechanism for making decisions on anything other than an ad hoc basis[?] Do you know what “ad hoc " means? It means that people get together to make decisions, but it's not continuous. When you have ad hoc committees and organizations, you set up the committee to deal with a particular problem. Once that problem is solved it dissolves. That's what "ad hoc ” means. 33 . The question of whether an instruction on multiple conspiracies is warranted is related to the issues of ''spillover” or transference of guilt that are raised by trial severance, as discussed above. See Anguiano, 873 F.2d at 1317-18 & n. 2 (<HOLDING>). 34 . Our precedents require a Options: A. holding that written instructions did not cure erroneous oral instruction B. recognizing that evidence may be legally insufficient where there is variance between indictment allegations and proof C. holding variance between enhancement allegation and proof renders evidence legally insufficient only if variance is material D. recognizing double jeopardy bar is inapplicable where a variance between indictment and proof necessitated prosecution under a new indictment E. holding that multiple conspiracies instruction is required where there is possibility of prejudicial variance between indictment and trial proof and noting that such an instruction is designed precisely to cure the problem of kotteakos spillover and would not cure other prejudicial variance problems

assistant: The best answer is E. holding that multiple conspiracies instruction is required where there is possibility of prejudicial variance between indictment and trial proof and noting that such an instruction is designed precisely to cure the problem of kotteakos spillover and would not cure other prejudicial variance problems
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 hereinabove, the Lease shall remain in full force and effect as originally written. This Second Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all of which together shall constitute one and the same instrument, and shall become effective when one or more counterparts hereof or thereof have been signed by each party hereto. Delivery of an executed counterpart signature page of this Agreement by facsimile or transmitted electronically in a Tagged Image File Format (“TIFF”) , Portable Document Format (“PDF”) , or ‘other electronic format sent by electronic mail shall be effective as delivery of a manually executed counterpart.

assistant: Miscellaneous
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 police power, therefore differs from the exercise of the right of eminent domain, which involves the appropriation of private property to public use, and requires, in its lawful exercise, pecuniary compensation for the loss inflicted on the owner. It is well settled that the state, or its agents, in the exercise of its police power can extend this power only to such measures as are reasonable under all the circumstances. The means adopted must bear some real and substantial relation or be reasonably necessary for the accomplishment of a legitimate object falling within the scope of the police power, and the law or regulation must tend toward the preservation of public welfare, health, safety, or morals. See also, Phillips Petro. Co. v. Corporation Comm’n, 1956 OK 313, 312 P.2d 916 (<HOLDING>); and Mattoon v. City of Norman, 1980 OK 137, Options: A. holding that a statute that prohibited producers and refiners from directly operating retail service stations did not constitute a taking because they were not deprived of all beneficial uses of their property B. holding that californias mandatory iota program does not involve a taking of property without just compensation as prohibited by the fifth amendment to the united states constitution C. holding that a termination of a government contract does not constitute a taking of the plaintiffs property without just compensation or without due process of law D. holding that a statute requiring a natural gas producer to make gas available to pump water for agriculture irrigation at a price fixed by the corporation commission is not a regulation under the police power but a taking of the producers property without due process of law and an appropriation of the producers property without just compensation E. holding that the state is obligated to pay property owners when it regulates private property under its police power in such a manner that the regulation effectively deprives the owner of the economically viable use of that property

assistant: The best answer is D. holding that a statute requiring a natural gas producer to make gas available to pump water for agriculture irrigation at a price fixed by the corporation commission is not a regulation under the police power but a taking of the producers property without due process of law and an appropriation of the producers property without just compensation
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Tenant represents that it has had no dealings with any broker or agent in connection with the negotiation or execution of this Second Amendment other than Transwestern (“ Landlord’s Broker ”), whose rights to a commission to be paid by Landlord are governed by a separate written agreement with Landlord, and Newmark Grubb Knight Frank (“ Tenant’s Broker ”), whose rights to a commission to be paid by Landlord are governed by a separate written agreement with Landlord. Tenant shall indemnify, defend and hold Landlord harmless from and against any and all claims, costs, expenses or liabilities, including reasonable attorneys’ fees, for commissions or other compensation claimed by any broker or agent other than Landlord’s Broker and Tenant’s Broker with regard to this Second Amendment as a result of any dealings with Tenant or claiming by or through Tenant.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Executive has seven (7) calendar days after signing this Agreement to revoke it. To revoke this Agreement after signing it, Executive must deliver a written notice of revocation to the Company's Chief Executive Officer before the seven (7) day period expires. This Agreement shall not become effective until the eighth (8th) calendar day after Executive signs it ("Effective Date"). If Executive revokes this Agreement, it will not become effective or enforceable, and he will not receive the benefits described in this Agreement.

assistant: Effective Dates
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: social security numbers gathered in the course of the Secretary’s official duties; this disclosure prohibition does not apply to the IDOL. Thus, in Sawyer terms, these Claimants are not “members of the class for whose benefit the Act was enacted” or of the “particular class” sought to be protected by section 2 — 123(h). Claiman 3, 395 N.E.2d 541, 32 Ill. Dec. 311 (rejecting implied private action under the 1957 Retail Installment Sales Act); Teale v. Sears, Roebuck & Co. (1976), 66 Ill. 2d 1, 359 N.E.2d 473, 3 Ill. Dec. 834 (rejecting implied private action under the age discrimination act and Missouri statute). 2 This fifth factor was arguably stated in one pre-Sawyer opinion: In Sherman v. Field Clinic (1st Dist. 1979), 74 Ill. App. 3d 21, 392 N.E.2d 154, 161, 29 Ill. Dec. 597, 604 (<HOLDING>), the court observed that the allegations Options: A. recognizing implied private action under the plat act rejecting implied private action under the national flood insurance act of 1968 B. recognizing implied private action under the xray retention act C. recognizing implied private action under the school code as to chapter 1 funds D. recognizing implied private action under the collection agency act E. recognizing implied private action under federal safety appliance act

assistant: The best answer is D. recognizing implied private action under the collection agency act
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 you die, the RSU Shares underlying your Outstanding RSUs (whether or not Vested) will be delivered to the representative of your estate and any Transfer Restrictions will cease to apply as soon as practicable after the date of death and after such documentation as may be requested by the Committee is provided to the Committee.

assistant: Death
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: 899 P.2d 1004. “A claim becomes liquidated when both the amount due and the date on which it is due are fixed and certain, or when the same becomes definitely ascertainable by mathematical computation.” Kilner v. State Farm Mut. Auto. Ins. Co., 252 Kan. 675, 686, 847 P.2d 1292 (1993). Prejudgment interest is not recoverable when damages “are not ascertainable by computation, based on some fixed standard of measurement.” Foster v. City of Augusta, 174 Kan. 324, 332, 256 P.2d 121 (1953). In most tort cases, prejudgment interest is not appropriate under K.S.A. § 16-201 because the amount of damages due a plaintiff are not “fixed and certain” until a jury resolves questions of fact and the court enters judgment. See, e.g., Whittenburg v. L.J. Holding Co., 838 F.Supp. 519, 519 (D.Kan.1993) (<HOLDING>); Torre v. Federated Mutual Ins. Co., 906 Options: A. holding that because liquidated damages under the adea are punitive in nature a jurys award of state punitive damages and adea liquidated damages constitutes a double recovery and therefore reducing the total recovery by the amount of the liquidated damages award B. holding that prejudgment interest should not be added to damages awarded for misrepresentation because the amount of damages were not liquidated or ascertainable before the verdict C. holding that the amount of damages in a sex discrimination case was in dispute until the court entered judgment on the jury verdict the sum was not liquidated for ksa 16 201 purposes D. holding that where the amount of damages was the primary issue in dispute the plaintiffs claim for damages was not liquidated until the date the jury returned its verdict and the plaintiffs are not entitled to prejudgment interest under ksa 16 201 E. holding that prejudgment interest is based on the amount of the judgment not the total amount of damages awarded by the jury because nonsettling defendants have no control over settlement negotiations and should not be forced to pay prejudgment interest on settling defendants parts of a damages award

assistant: The best answer is D. holding that where the amount of damages was the primary issue in dispute the plaintiffs claim for damages was not liquidated until the date the jury returned its verdict and the plaintiffs are not entitled to prejudgment interest under ksa 16 201
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 understand and agree that this Agreement, including facts and circumstances and all matters related to the subject of this Agreement, and the terms or substance of this Agreement, shall forever be deemed confidential between the Parties. Except for tax authorities, accountants and attorneys, and as required under the statutes, rules or regulations of any federal or state government, government agency, court of competent jurisdiction or securities industry self-regulatory organization, of which either Party is a member, the Parties shall not disclose or divulge this information to others unless required by lawful order of any court of competent jurisdiction and so as to enforce the instant agreement. The Parties agree that they shall refrain from making any disparaging remarks concerning the other Party. Any non-disclosure provision in this Agreement does not prohibit or restrict the Company or the Subscriber (or their respective attorneys) from responding to any inquiry about this settlement or its underlying facts by the Securities and Exchange Commission, the Financial Industry Regulatory Authority, or any other self-regulatory organization. The restriction in this section shall no longer apply upon the sooner of (i) two years; or (ii) the public disclosure of the terms of this Agreement by the Company. The Company undertakes to make such disclosures of this Agreement and the transactions contemplated herein with the Securities and Exchange Commission as required by applicable law.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All indemnities set forth herein including, without limitation, in Sections 3.01 , 3.02 , 5.01 , 12.07 and 13.01 shall survive the execution, delivery and termination of this Agreement and the Notes and the making and repayment 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 legal provision and list the applicable contract clause categories. Provision: (i) Comply in all respects with all applicable Requirements of Law, such compliance to include compliance with ERISA and Environmental Laws (which compliance includes taking any required actions with respect to the release or threatened release of Hazardous Materials), except for such non-compliance as would not reasonably be expected to have a Material Adverse Effect, and (ii) comply in all material respects with the Bankruptcy Code and any order of the Bankruptcy Court.

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: FAS’s right to control the class members, not other workers that may have serviced FAS properties. FAS’s liability here will be limited to those vendors designated by FAS, and plaintiffs point to substantial evidence that FAS not only retained a right to control their work, but actually exercised it. Second, FAS requires vendors to administer “background screening guidelines” for any employee a Vendor utilizes for an FAS job. See, e.g., 2014 Vendor Qualification Packet (Duckworth Decl. ¶ 9, Ex. 6, Dkt. No. 155-7 at 11). And it retains the right to request the results of vendors’ screenings and conduct background checks of vendors’ employees “at its sole discretion.” Id. (Dkt. No. 155-7 at 12). This further supports plaintiffs’ position. Borello, 256 Cal.Rptr. 543, 769 P.2d at 408 n. 9 (<HOLDING>); Ruiz, 754 F.3d at 1102-03 (“While the Options: A. holding that plaintiff state employees contract right to be discharged only for cause was not protected by due process clause because it did not rise to level of fundamental right B. holding right to testify was federal constitutional right C. holding that a contract provision restricting sharefarmers right to choose employees evidenced defendants right to control sharefarmers D. recognizing that a criminal defendants right to counsel is the right to the effective assistance of counsel E. holding that the right to drive is not a fundamental right

assistant: The best answer is C. holding that a contract provision restricting sharefarmers right to choose employees evidenced defendants right to control sharefarmers
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 phrase ‘with intent to,’ the phrase “with intent that,’ or some form of the verbs ‘know5 or ‘believe’ ”). The state asserts that when the legislature criminalizes an act without mention of a required intent level, it creates a general-intent crime. See State v. Orsello, 554 N.W.2d 70, 73 (Minn.1996). The state argues that the legislature intended to create a special category of crime for the licensee, which usually is not directly involved in the furnishing of alcoholic beverages, and that to read an element of intent or knowledge into the statute would render the statute absurd and of no effect. But this argument encourages a reading of the statute that eliminates any intent requirement. Such a reading would render the statute unconstitutional under Guminga. 395 N.W.2d at 349 (<HOLDING>). This court will avoid, if possible, any Options: A. holding fees mandatory under predecessor statute of 38001 B. holding elimination of provisions prior to passage of bill requiring a certificate of convenience and necessity indicates legislature intentionally omitted such provisions C. holding predecessor statute unconstitutional specifically because of vicariousliability provisions elimination of intent requirement D. holding the provisions of a comprehensive medical malpractice act unconstitutional E. holding that the copy requirement of the prisoner indigency statute is unconstitutional retroactively

assistant: The best answer is C. holding predecessor statute unconstitutional specifically because of vicariousliability provisions elimination of intent requirement
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 requirements of section 768.72(1) have been met. See Henn v. Sandler, 589 So.2d 1334, 1335-36 (Fla. 4th DCA 1991) (“That finding necessarily includes a legal determination that the kind of claim in suit is one which allows for punitive damages under our law. Thus, to that extent, the legal sufficiency of , the punitive damage pleading is also in issue in the section 768.72 setting.”). Accordingly, we should review a trial court’s order granting or denying a motion to amend to state a claim for punitive damages de novo. We are of the view that the standard that applies to determine whether a reasonable basis has been shown to plead a claim for punitive damages should be similar to the standard that is applied to determine whether a complaint states a cause of action. See Holmes (<HOLDING>). Within the framework of this standard, we Options: A. holding that the trial court erred in looking beyond the allegations of the complaint to determine whether a duty to defend arose B. holding that claim construction is a matter of law for the court to determine C. holding that the court evaluating a claim of qualified immunity must first determine whether the plaintiff states a claim of a constitutional violation at all and then must determine whether the claimed right was clearly established before proceeding to the qualified immunity question D. holding that the analysis to determine whether a claimant has established a reasonable basis to plead a claim for punitive damages is similar to the analysis applied to determine whether the allegations of a complaint are sufficient to state a cause of action E. holding that new york common law must be applied to determine whether the parties formed an oral settlement agreement and state statutory law must be applied to determine whether the agreement if any is enforceable

assistant: The best answer is D. holding that the analysis to determine whether a claimant has established a reasonable basis to plead a claim for punitive damages is similar to the analysis applied to determine whether the allegations of a complaint are sufficient to state a cause of action
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 acknowledge and agree that: (i) this Agreement shall be construed and interpreted pursuant to the laws of the State of New York in the United States of America without consideration to any conflict or choice of law provisions or principles; (ii) any claim, demand, action, lawsuit or other proceeding arising from, or related to, this Agreement and/or its subject matter shall be brought and determined solely in a state or federal court sitting in the County of New York in the State of New York; and (iii) each party expressly consists to the jurisdiction of the foregoing court.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: prompting Bush to re-enter the home and shoot at Gina. See A.R.S. §§ 13-303, -1001(A)(1), - 1105(A)(1). The aggravated assault convictions were established by evidence that Bush shot Gina twice and seriously injured her soon after he initially entered the home. See A.R.S. §§ 13-303, -1203(A), -1204(A)(1) and (2). ¶ 139 Other considerations set forth in Gordon support imposition of consecutive sentences. Because the attempted murder and aggravated assaults occurred at different times during the home invasion and involved separate acts, it was possible for Forde to commit the former crime without committing the latter ones. Also, the aggravated assaults caused Gina to suffer physical injuries that were not inherent in the attempted murder. See Gordon, 161 Ariz. at 315, 778 P.2d at 1211 (<HOLDING>). For all these reasons, Forde’s conduct Options: A. holding that uncharged sexual acts committed upon the same victim are admissible to show the conduct of the defendant toward the victim and to corroborate the evidence of the offense charged in the indictment B. holding that a lesser crime cannot be a lesser included offense of a greater crime if the lesser crime contains an essential element not included in the greater crime C. holding that a defendant more likely committed multiple acts if the defendants conduct in committing the lesser crime caused the victim to suffer an additional risk of harm beyond that inherent in the ultimate crime D. holding that if a crime is broadly defined the court can look beyond the elements of the crime E. holding the crime of conspiracy is committed or not before the substantive crime begins

assistant: The best answer is C. holding that a defendant more likely committed multiple acts if the defendants conduct in committing the lesser crime caused the victim to suffer an additional risk of harm beyond that inherent in the ultimate crime