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: discovered his DMV-issued handicap parking permit. And “[t]o [his] knowledge, others were not subjected to the same tests.” Am. Compl. at 2. Assuming these facts to be true, it is at least plausible to infer that the purpose of the medical examinations was to determine “whether [Blackwell] is an individual with a disability or as to the nature or severity of [his] disability.” Thus, if none of section 12112(d)’s exceptions apply, then the medical examination qualifies as an adverse action under the ADA. One exception to the ADA’s prohibition on disability-related medical inquiries, however, is that employers “may make inquiries into the ability of an employee to perform job-related functions.” § 12112(d)(4)(B); see, e.g., Doe v. U.S. Postal Serv., 317 F.3d 339, 345 (D.C.Cir.2003) (<HOLDING>). Again, Blackwell’s complaint alleges that his Options: A. holding certification is not an occasion for inquiry into the merits B. holding that whether a person has a disability under the ada is an individualized inquiry C. holding that an employers inquiry into the reason for an employees work absences was a permissible jobrelated inquiry under the ada D. holding that an inquiry into trip destination is permissible even in the absence of suspicious circumstances E. holding that the existence of probable cause vitiated the need for an inquiry into an underlying motive for the arrest

assistant: The best answer is C. holding that an employers inquiry into the reason for an employees work absences was a permissible jobrelated inquiry under the ada
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as set forth on Schedule 3.07 , all federal, state, local, and foreign income and franchise and other material tax returns, reports, and statements (collectively, the “ Tax Returns ”) required to be filed by any Group Member have been filed with the appropriate Governmental Authorities in all jurisdictions in which such Tax Returns are required to be filed, all such Tax Returns are true and correct in all material respects, and all material Taxes, charges and other impositions reflected therein or otherwise due and payable have been paid prior to the date on which any Liability may be added thereto for non-payment thereof, except for Taxes (or any requirement to file Tax Returns with respect thereto) that are being contested in good faith through appropriate proceedings diligently conducted and for which adequate reserves are maintained on the books of the appropriate Group Member in accordance with GAAP.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: in trade, not unfair practices in general. Apart from claims of unfair competition, a plaintiff must allege some sort of transaction between the parties for liability to attach under sections two and eleven. See Cash Energy, 768 F.Supp. at 894; see also Reisman v. KPMG Peat Marwick LLP, 965 F.Supp. 165, 175, n. 14 (D.Mass.1997) (noting that plaintiff and defendant must be engaged in business relationship for claim to lie under Chapter 93A § 11); John Boyd Co. v. Boston Gas Co., 775 F.Supp. 435, 440 (D.Mass.1991) (noting that Supreme Judicial Court “has stressed the existence of some contractual or business relationship between the parties as a precursor to liability under Chapter 93A”); Standard Register Co. v. Bolton-Emerson, Inc., 38 Mass.App.Ct. 545, 551, 649 N.E.2d 791 (1995) (<HOLDING>) This is the “common thread” of 93A cases. Cash Options: A. holding that an individual debtor not engaged in business is eligible for chapter 11 B. holding that where there was no evidence of the claimed underlying violation and where there were no unique arguments related to the chapter 93a claim defendant was entitled to summary judgment on plaintiffs chapter 93a claim C. holding that the issue of fraud was precluded because the previous jury necessarily considered fraud as the basis for chapter 93a liability D. holding that to maintain claim for fraud under chapter 93a 11 parties need not be in privity of contract so long as they are engaged in more than a minor or insignificant business relationship E. holding that summary judgment on chapter 93a claim is appropriate when summary judgment is granted on fraud claim and chapter 93a claim is solely based on the underlying claim for common law fraud

assistant: The best answer is D. holding that to maintain claim for fraud under chapter 93a 11 parties need not be in privity of contract so long as they are engaged in more than a minor or insignificant business relationship
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 notices, requests, demands and other communications provided for hereunder shall be in writing and, if to the Pledgor, mailed or delivered to it, addressed to it at the address specified on the signature pages of this Agreement, if to the Administrative Agent or any Lender, mailed or delivered to it, addressed to the address of the Administrative Agent or such Lender specified on the signature pages of the Credit Agreement or, as to each party, at such other address as shall be designated by such party in a written notice to each of the other parties. All notices, statements, requests, demands and other communications provided for hereunder shall be deemed to be given or made when delivered (if received during normal business hours on a Business Day, such Business Day, otherwise the following Business Day) or two Business Days after being deposited in the mails with postage prepaid by registered or certified mail, addressed as aforesaid, or sent by facsimile or electronic communication, in each case of facsimile or electronic communication with telephonic confirmation of receipt. All notices pursuant to any of the provisions hereof shall not be effective until received.

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 legal provision and list the applicable contract clause categories. Provision: Except as set forth on Schedule 1.03 to the CPRC Disclosure Schedules (which sets forth the corporate structure of the Group), CPRC does not have any subsidiaries, and does not own, beneficially or of record, any shares of any other entity.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Neither the Company nor any of its Subsidiaries is, or since January 1, 2017 has been, in violation of any applicable Law, except where such violation would not, individually or in the aggregate, reasonably be expected to have, or has not had, a Company Material Adverse Effect. To the Knowledge of the Company as of the date of this Agreement, neither the Company nor any of its Subsidiaries is being investigated with respect to any applicable Law, except for such of the foregoing as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All representations and warranties of the Pledgors hereunder shall survive the execution and delivery of this Pledge Agreement, the other Loan Documents and other documents relating to the Secured Obligations, the delivery of the Notes, the making of the Loans.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: principles set forth by the Supreme Court at the time the state court renders its decision." Lockyer v. Andrade, 538 U.S. 63, 71-72, 123 S.Ct. 1166, 155 L.Ed.2d 144 (2003). 3 . The state argues that the COA limited the issue on appeal to only the question of Tinsley's continuing presence as a bailiff after his testimony and that, therefore, counsel's failure to object to the testimony is outside the COA and should not be addressed by this court. Although it is true that we are limited to the issues presented in the COA, we read the issue specified in the COA as including both the question of Tinsley's contact with the jury following the testimony and the introduction of the testimony itself because the issues are intertwined. Murray v. United States, 145 F.3d 1249, 1251 (11th Cir.1998) (<HOLDING>). In the conclusion of his opening brief to Options: A. holding that pro se pleadings are to be liberally construed B. holding to ensure substantial justice to the parties the pleadings must be liberally construed C. holding that the issues specified in the coa may be construed in light of the pleadings and other parts of the record D. holding that pleadings under the rico act are to be liberally construed E. holding that a statute should not be construed so as to invalidate other parts of the same statute

assistant: The best answer is C. holding that the issues specified in the coa may be construed in light of the pleadings and other parts of the record
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 governed by, and construed in accordance with, the internal laws of the State of New York without giving effect to the principles of conflicts of laws thereof (except for Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York). Venue for any action to enforce the provisions of this Agreement shall be properly laid in any state or federal court in the Borough of Manhattan of the City of New York. Each Party hereby (a) irrevocably and unconditionally submits to the jurisdiction of any state or federal court sitting in Borough of Manhattan of the City of New York with respect to all actions and proceedings arising out of or relating to this Agreement, (b) agrees that all claims with respect to any such action or proceeding may be heard and determined in such state or federal court, (c) irrevocably and unconditionally waives any objection to the laying of venue of any such action or proceeding in any such court and hereby further irrevocably and unconditionally waives and agrees not to plead or claim that any such action or proceeding brought in any such court has been brought in an inconvenient forum, (d) agrees that service of any process, summons, notice or document delivered by hand or sent by U.S. registered mail to such party’s address set forth above shall be effective service of process for any action or proceeding brought against such party in any such court, and (e) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

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: Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Vice President of Human Resources of the Company at the Company's principal corporate offices. Any notice required to be delivered to the Participant under this Agreement shall be in writing and addressed to the Participant at the Participant's address as shown in the records of the Company. Either party may designate another address in writing (or by such other method approved by the Company) from time to time. Any notice shall be delivered by hand, sent by telecopy or enclosed in a properly sealed envelope addressed as stated above, registered and deposited, postage prepaid, in a 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 legal provision and list the applicable contract clause categories. Provision: The Parties recognize that, in connection with provision of the Services, the Parties and their Affiliates may have access to confidential business information, proprietary information, and trade secrets of the other Party or its Affiliates. Each Party acknowledges that such information is valuable, and that disclosure to, or use for the benefit of, any Person could cause substantial damage to the other Party. The Parties will, and will cause their respective Affiliates and Representatives to, at all times maintain the confidentiality of the other Party’s Confidential Information, and the Parties will not, and will cause their respective Affiliates and Representatives to, disclose any such information to any Person, nor will the Parties or their respective Affiliates or Representatives use any of the other Party’s Confidential Information for any purpose other than provision of the Services hereunder. Each Party’s duty of confidentiality with regard to the other Party’s Confidential Information will not extend to: (i) any information that, at the time of disclosure, had been previously published and was part of the public domain; or (ii) information that is published after disclosure, unless such publication is a breach of this Agreement by such Person or any other obligation of confidentiality.

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: If any provision of this Award Agreement is declared to be illegal, invalid, or otherwise unenforceable by a court of competent jurisdiction, such provision shall be reformed, if possible, to the extent necessary to render it legal, valid, and enforceable, or otherwise deleted, and the remainder of the provisions of this Award Agreement shall not be affected except to the extent necessary to reform or delete such illegal, invalid, or unenforceable provision.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission or attached to an email in PDF format of a copy of this Agreement bearing the signature of the party so delivering this Agreement.

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: (“courts presume that ‘or’ is used in a statute disjunctively unless there is a clear legislative intent to the contrary”); see also American Heritage Dictionary Of The English Language 873 (4th ed.2000) (defining “or” as “[ujsed to indicate ... [a]n alternative ...” (emphasis added)); Merriam-Webster’s Collegiate Dictionary 817 (10th ed.1996) (defining “or” as “a function word [used] to indicate an alternative ” (emphasis added)); VII Oxford English Dictionary 166 (1933) (defining “or” as “[a] particle co-ordinating two (or more) words, phrases, or clauses, between which there is an alternative ” (emphasis added)). Congress plainly framed § 1002(21)(A)(i) in the alternative, and it further bifurcated the subsection with the parallel inclusion of the verb “exerc 15, 1421 (9th Cir.1997) (<HOLDING>). While it is not necessary to our holding, we Options: A. holding that one who is named in documents as plan administrator signs documents as plan administrator and assumes discretionary authority in the administration of the pension plan is a fiduciary B. holding that the plaintiff stated a claim for breach of fiduciary duty where he alleged that the plan offered funds that charged higher fees than available alternatives that underperformed during the relevant time period and that were included in the plan because of improper influence by the plans trustee C. recognizing that benefit plans must designate a fiduciary to serve as the plan administrator D. holding a plan administrator is a fiduciary under the disposition clause where it wrongfully disbursed the plans funds E. holding that even if a thirdparty administrator is not a fiduciary under erisa such an administrator still has standing pursuant to 1331

assistant: The best answer is D. holding a plan administrator is a fiduciary under the disposition clause where it wrongfully disbursed the plans funds
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 rights of the Company set forth in this Section 7 shall not limit or restrict in any manner any rights or remedies which the Company or any of its affiliates may have under law or under any separate employment, confidentiality or other agreement with the Employee or otherwise with respect to the events described in Section 7(b) hereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: During the Employment Period, the Executive shall receive an annual base salary (“Annual Base Salary”), which shall be paid at a monthly rate, at least equal to twelve times the highest monthly base salary paid or payable to the Executive by the Company and its affiliated companies in respect of the twelve-month period immediately preceding the month in which the Effective Date occurs. During the Employment Period, the Annual Base Salary shall be reviewed at least annually and shall be increased at any time and from time to time as shall be substantially consistent with increases in base salary awarded in the ordinary course of business to other peer executives of the Company and its affiliated companies. Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. Annual Base Salary shall not be reduced after any such increase and the term Annual Base Salary as utilized in this Agreement shall refer to Annual Base Salary as so increased. As used in this Agreement, the term “affiliated companies;” includes any company controlled by, controlling or under common control with the Company.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No waiver of any right or remedy is effective against LANDLORD unless made in writing and signed by LANDLORD. Without limitation, (i) LANDLORD’S acceptance of any rent with knowledge of any default or Event of Default is not, by itself, a waiver of such default or Event of Default; and (ii) no attempted surrender of the Premises, by delivery of a key or otherwise, waives, limits, or otherwise impairs any right or remedy of LANDLORD unless LANDLORD so agrees in writing.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Roberts v. Carter, 350 So.2d 78 (Fla. 1977); Sunbeam Enterprises, Inc. v. Upthegrove, 316 So.2d 34 (Fla. 1975). In Roberts v. Carter, supra, the Florida Supreme Court held that under Section 627.428(1), Florida Statutes (1975), a part of Florida’s Insurance Code, only persons named in the statute as authorized to recover attorneys’ fees could, in fact, do so. Section 627.428(1) provides: “Upon .. . judgment ... against an insurer and in favor of an insured or the named beneficiary under a policy ... the . .. court . .. shall [award] . . . attorneys’ fees.” (emphasis supplied).' The court held that only “the contracting insured, the insured’s estate, specifically named beneficiaries and third parties who have coverage through assignment” may recover attorneys’ fees. See al 76) (<HOLDING>). See also Ellis v. Flink, 374 So.2d 4 (Fla. Options: A. holding that a law clerks time is recoverable as part of attorneys fees under 1988 B. holding that attorneys fees and court costs are recoverable under general hold harmless indemnity agreement C. holding in a slander of title action that attorneys fees are recoverable as part of the costs of removing the cloud from the title D. holding that lexis fees are not taxable as costs but reserving ruling on whether such fees are recoverable as attorneys fees E. holding attorneys fees not generally recoverable unless party prevails under cause of action for which attorneys fees are recoverable and damages are recovered

assistant: The best answer is C. holding in a slander of title action that attorneys fees are recoverable as part of the costs of removing the cloud from the title
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 notices and other communications given pursuant to this Agreement shall be deemed to have been properly given and received: (a) if delivered in person, on the date delivered to the Executive or, in the case of the Company, on the date delivered to the Senior Vice President – Human Resources; (b) if delivered by mail, five (5) business days following the deposit of any such notice in the U.S. mail system for mailing by certified mail or registered mail, postage prepaid, addressed to the Executive at the address first above written or if to the Company, at its address first above written, attention Senior Vice President – Human Resources; and (c) if delivered by nationally recognized overnight delivery service, one (1) business day following the date that such notice is deposited with such nationally recognized overnight delivery service postage prepaid, addressed to the Executive at the address first above written or if to the Company, at its address first above written, attention Senior Vice President – Human Resources. From time to time, any party hereto may designate by written notice any other address or party to which such notice or communication or copies thereof shall be sent.

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 case excerpt and choose the best holding from the options. Case excerpt: of the Supreme Court of Pennsylvania and part of the “unified judicial system,” is an arm of the state. See Callahan v. City of Philadelphia, 207 F.3d 668, 672 (3d Cir.2000) (“All courts and agencies of the unified judicial system ... are part of ‘Commonwealth government’ and thus are state rather than local agencies.”). As a state agency, the Board has Eleventh Amendment immunity. See id. Therefore, as an arm of the state, Lucas may not sue the Board unless one of the three exceptions to Eleventh Amendment immunity apply. See MCI Telcomm. Corp., 271 F.3d at 503 (listing immunity exceptions). On appeal, Lucas argues that the Ex Parte Young exception precludes the bar of the Eleventh Amendment to the present action against the Board. Howe 44, 116 S.Ct. 1114, 134 L.Ed.2d 252 (1996) (<HOLDING>). Neither of these exceptions are applicable in Options: A. holding that the medicaid act does not provide the type of detailed remedial scheme that would supplant an ex parte young action B. holding that the cwa does not include a remedial scheme sufficient to preclude an ex parte young action C. holding that a remedial scheme created by congress even if incapable of addressing all of plaintiffs injuries precluded a bivens action D. holding that existence of a detailed remedial scheme shows congressional intent to prohibit recourse to the ex parte young fiction E. holding that young will not apply where congress has created a detailed remedial scheme for the enforcement of a federal statutory right against a state

assistant: The best answer is E. holding that young will not apply where congress has created a detailed remedial scheme for the enforcement of a federal statutory right against a state
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: Should any section, or portion thereof, of this Agreement be held invalid or unenforceable in any jurisdiction by any court of competent authority or by a legally enforceable directive of any governmental body, such section or portion thereof shall be validly reformed so as to approximate the intent of the Parties as nearly as possible and, if unreformable, shall be deemed divisible and deleted with respect to such jurisdiction, but the Agreement shall not otherwise be affected.

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

user: The obligations imposed by Section 2 hereof shall not apply, or shall cease to apply, to any Confidential Information if or when, but only to the extent that, such Confidential Information: c. becomes known to the Receiving Party from sources other than the Disclosing Party under circumstances not involving any breach of any confidentiality obligation; or

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

user: 2.3 A Receiving Party’s obligations in respect of Conﬁdential Information made available by the Disclosing Party pursuant to this Agreement shall continue notwithstanding the termination of the Purpose. 3.1 A Receiving Party shall treat and safeguard as private and conﬁdential all of the Conﬁdential Information and will take all reasonable precautions in dealing with any Conﬁdential Information so as to prevent any third party from having access to the Conﬁdential Information.

assistant: Yes
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: (3) the de fendant’s culpability in the fraud perpetrated by the controlled person. See Securities & Exchange Com’n v. First Jersey Securities, Inc., 101 F.3d 1450, 1472 (2d Cir.1996). First, as the Court has found, plaintiffs have failed properly to plead a violation of the 1934 Act. Second, as we also have noted, plaintiffs have failed properly to allege scienter and/or culpability on the part of “Merrill Lynch.” Even had we found a properly pled violation of the 1934 Act, we would not automatically impute this violation to “Merrill Lynch” as a controlling entity. See Baesa, 969 F.Supp. at 242 (“[T]he law in this circuit is clear that a subsidiary’s fraud cannot be automatically imputed to its corporate parent.”). See also Chill v. General Elec. Co., 101 F.3d 263, 270 (2d Cir.1996) (<HOLDING>). Novak, 997 F.Supp. at 435. Finally the Court Options: A. holding that a parent must exercise some control over the subsidiarys activities which does not require that the subsidiary be controlled to an ultimate degree by its parent although something more than mere passive investment by the parent is required the parent must have and exercise control and direction over the affairs of its subsidiary in order for venue to be proper B. holding that district court has the power to decide what portion of subsidiarys income should be reallocated to its parent C. holding that a parent company would at the very least have to have been deliberately blind to its subsidiarys fraud in order to have the requisite scienter D. holding that even in separate trial other crimes evidence would not have been admissible and identification testimony would have been admissible E. holding that a subsidiarys contacts can be imputed for purposes of service of process where a parent uses the subsidiary to do what it otherwise would have done itself

assistant: The best answer is C. holding that a parent company would at the very least have to have been deliberately blind to its subsidiarys fraud in order to have the requisite scienter
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 Lenders agree to indemnify the Administrative Agent and its officers, directors, employees, Affiliates, agents, advisors and controlling persons (each, an “ Agent Indemnitee ”) (to the extent not reimbursed by Parent or the Borrower and without limiting the obligation of Parent or the Borrower to do so), ratably according to their respective Aggregate Exposure Percentages in effect on the date on which indemnification is sought under this Section 9.7 (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Aggregate Exposure Percentages immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent Indemnitee in any way relating to or arising out of, the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section 9.7 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

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: the lawfulness of the search. The record cannot support any such interpretation of the District Court’s ruling. The Court stated at the end of its ruling that the “defendant furthermore has indeed not proffered any evidence that he has standing to warrant a suppression hearing in this case.” A 71. Plainly, the District Court found that Jackson had failed to put forth any alternative version of the facts to warrant a hearing, not that he lacked standing to challenge the search. Because the district court actually determined the suppression issue on its merits, Jackson’s standing argument must be rejected. For the foregoing reasons, we will affirm the District Court’s judgment of conviction. 1 . We review the District Court's decision whether to hold an evidentiary h (7th Cir.1990) (<HOLDING>); United States v. Panitz, 907 F.2d 1267, Options: A. holding that due process requires an evidentiary hearing when parties submissions in contempt proceedings raise disputed issue of material fact B. holding law requires court to consider full record of any evidentiary hearing even if hearing held by different judge C. holding that an evidentiary hearing is not required if there are no factual issues in dispute D. holding that an evidentiary hearing is necessary only if the party requesting the hearing raises a significant disputed factual issue E. holding that an evidentiary hearing may be used to develop the factual basis of a prisoner complaint

assistant: The best answer is D. holding that an evidentiary hearing is necessary only if the party requesting the hearing raises a significant disputed factual issue
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 389 U.S. 86 88 S.Ct. 200 19 L.Ed.2d 253 Richard GARNERv.Howard YEAGER, Warden, et al. No. 704. Nov. 6, 1967. Judgment vacated and case remanded for reconsideration. PER CURIAM. 1 Certiorari was granted in this case on October 9, 1967. The judgment of the Court of Appeals for the Third Circuit is vacated and the case is remanded to the District Court of New Jersey for further proceedings consistent with this opinion. 2 Petitioner sought federal habeas corpus on the ground, among others, that prior to his state trial, the assistant prosecutor who handled the prosecution concealed the existence of a promise or agreement to recommend a specific sentence or leniency for an accomplice who testified as a State's witness against petitioner. The District Court rejected the claim without a hearing and upon its examination of the trial record, the record upon a motion for new trial, and the decision of the Supreme Court of New Jersey, State v. Sullivan, 43 N.J. 209, 203 A.2d 177. However, subsequent to the entry of the judgment of the Court of Appeals on April 7, 1967, the Supreme Court of New Jersey, on July 5, 1967, in a state post-conviction proceeding brought by petitioner's co-defendant Taylor under N.J.Rev.R. 3:10A, granted Taylor a new trial after a trial court hearing on similar allegations. State v. Taylor, 49 N.J. 440, 231 A.2d 212. In that circumstance the judgment of the Court of Appeals is vacated and the case is remanded to the District Court for reconsideration of petitioner's claim in light of the action of the Supreme Court of New Jersey in State v. Taylor. The District Court's reconsideration may include whether petitioner should be required first to exhaust any remedy which may be available in the state courts. It is so ordered.

assistant: 1
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: 2007 judgment of the district court sentencing him principally to a 120-month term of imprisonment. We assume the parties’ familiarity with the facts and proceedings in the district court. This Court reviews sentencing decisions for reasonableness, asking “whether the sentencing judge exceeded the bounds of allowable discretion, committed an error of law in the course of exercising discretion, or made a clearly erroneous finding of fact.” United States v. Fernandez, 443 F.3d 19, 27 (2d Cir.2006) (alterations, internal quotation marks, and citation omitted). However, where a defendant fails to raise an issue in district court, we review for plain error. United States v. Rybicki, 354 F.3d 124, 128-29 (2d Cir.2003); see also United States v. Villafuerte, 502 F.3d 204, 211 (2d Cir.2007) (<HOLDING>). To establish plain error, the defendant must Options: A. holding that plain error review applies when a party fails to raise a claim before the district court B. holding that plain error review is used for unpreserved challenges to the method by which the district court arrived at a sentence including arguments that the sentencing court failed to explain adequately the sentence imposed under the statutory factors in 3553a C. recognizing similar analysis applies to discrimination and retaliation claims D. holding that plain error review is used for unpreserved challenges to the method by which the trial court arrived at a sentence including arguments that the sentencing court failed to explain adequately the sentence imposed E. holding that plain error analysis applies to unpreserved claims that a district court failed to comply with 3553e

assistant: The best answer is E. holding that plain error analysis applies to unpreserved claims that a district court failed to comply with 3553e
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 shall deliver all notices, requests, consents, claims, demands, waivers and other communications under this Agreement in writing and addressed to the other Party at its address set forth below (or to such other address that the receiving Party may designate from time to time in accordance with this section). Each Party shall deliver all n otices by personal delivery, nationally recognized overnight courier, or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a n otice is effective only upon on receipt or refusal.

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 case excerpt and choose the best holding from the options. Case excerpt: objective standard. See. e.g., Jeppsen v. Commissioner, 128 F.3d 1410, 1418 (10th Cir. 1997) (in determining whether taxpayer qualifies for income tax deduction for theft loss, reasonableness of taxpayer’s prospect of recovering stolen assets is primarily tested objectively rather than by taxpayer’s subjective assessment of his own prospect of recovery). De Minimis Fringe Benefits Also excluded by § 132(a) from gross income are “de minimis fringe benefits,” § 132(a)(4), defined in § 132(e) as “any property or services the value of which is (after taking into account the frequency with which similar fringes are provided by the employer to the employer’s employees) so small as to make accounting for it unreasonable or administratively imprac tes, 220 Ct.Cl. 20, 597 F.2d 1348, 1354 (1979) (<HOLDING>). The burden is on American, as the refund Options: A. holding that the employer was not required to withhold or pay fica and futa taxes in 1971 with respect to the free meals it furnished its employees because the employer could not have told from the relevant statutes and regulations that the free meals were remuneration and thus wages B. holding that the value of meals and lodging that are tax exempt under 119 is excluded from wages under the lhwca C. holding that nothing in the flsa bars an employer from contracting with his employees to pay them the same wages that they received previously D. holding that a claim was for a tax refund where the plaintiff alleged that her employer withheld its own portion of fica taxes from her paychecks E. holding that the employer was not required to withhold income tax from its payments of moving expenses to its existing employees where the state of the law in 1961 gave the employer no reason to suspect that such payments constituted wages

assistant: The best answer is A. holding that the employer was not required to withhold or pay fica and futa taxes in 1971 with respect to the free meals it furnished its employees because the employer could not have told from the relevant statutes and regulations that the free meals were remuneration and thus wages
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: pollutants into [the lake] without an NPDES permit, and because [the companies] are likely to violate their umbrella NPDES permit at other construction sites.” Id. at 355. This court rejected the lake association’s argument, stating: The answer to this contention is that these issues are not proper subjects of the lawsuit because Comfort Lake’s notice of intent to sue referenced only the alleged permit violations discussed in MPCA’s December 20, 199k, warning letter, violations relating to the Wal-Mart store construction. A citizen suit is limited to violations that are closely-related to and of the same type as the violations specified in the notice of intent to sue. Id. (emphasis added); see also Envtl. Conservation Org. v. City of Dallas, 529 F.3d 519, 526, 529-31 (5th Cir.2008) (<HOLDING>). HCHC heavily relies on Sierra Club v. Options: A. holding that inmates transfer mooted claims for injunctive and declaratory relief but that claims for monetary damages were not moot B. holding that police may approach citizen and ask that he roll down the window as long as the officers do not detain the citizen or create the impression that the citizen may not leave C. recognizing that developments subsequent to the filing of a citizen suit may moot the citizens ease and holding that environmental organizations claims for injunctive relief in cwa citizen enforcement action alleging that city of dallas failed to develop and implement effective program to monitor and reduce its discharge of storm water pollutants into river were mooted by resolution of epas enforcement action D. holding that the cwa authorizes citizen suits for the enforcement of all conditions of npdes permits including those imposed by georgia law E. holding that a prisoners transfer mooted claims for declaratory and injunctive relief

assistant: The best answer is C. recognizing that developments subsequent to the filing of a citizen suit may moot the citizens ease and holding that environmental organizations claims for injunctive relief in cwa citizen enforcement action alleging that city of dallas failed to develop and implement effective program to monitor and reduce its discharge of storm water pollutants into river were mooted by resolution of epas enforcement 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: Except as disclosed on Schedule 5.8 , the Assets are, and the operation of the Assets is, in compliance with the provisions and requirements of all Laws of all Governmental Bodies having jurisdiction with respect to the Assets or the ownership, operation, development, maintenance or use of any thereof.

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: The Company and each Subsidiary has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) any Taxes that are being contested in good faith by appropriate proceedings and for which the Company or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

assistant: Taxes
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: 1316, 1324 (Fed.Cir.2001). If the specification does not contain an “adequate disclosure” of the structure, the patent violates § 112, ¶ 6 and the claim should be found indefinite. In re Donaldson Co., 16 F.3d 1189, 1195 (Fed.Cir.1994). The function expressed in the '780 Patent is “means for reducing the absorption of laser energy at a wavelength of about 1.4-2.2 micrometers.” CardioFocus submits that the phrase should be construed to cover the following corresponding structure: specially treated fiber that has been purified to reduce the concentration of hydroxyl ions including fused silica optical fiber part no. 822W manufactured by Spectran Corporation and equivalents thereof. That structure is adequately described in the specification, CardioFocus explains, as Holm (Fed.Cir.2001) (<HOLDING>). CardioFocus points to a specific product that Options: A. holding that a claim was not indefinite for using the term selector because it was a standard component and its structure was well known in the art B. holding that the specifications reference to a selector sufficed as one skilled in the art would have understood the term C. holding that what is important is not simply that the element at issue is defined in terms of what it does but that the term as the name for a structure has a reasonably well understood meaning in the art D. holding that use of term black box did not render the claim indefinite because that term was known in the field to represent video standard detector circuitry E. holding black box labeled sel was sufficient structure because it was a well known electronic structure and performs a common electronic function

assistant: The best answer is A. holding that a claim was not indefinite for using the term selector because it was a standard component and its structure was well known in the art