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: cannot be adjudicated as counterclaims in a § 3213 proceeding. Noting that Wireless could, if it chose, press its allegations in a separate action, the court then granted summary judgment for Com/Tech. Wireless appealed. “Under the Erie doctrine, federal courts sitting in diversity apply state substantive law and federal procedural law.” Gasperini v. Center for Humanities, Inc., 518 U.S. 415, 427, 116 S.Ct. 2211, 135 L.Ed.2d 659 (1996). Classifying a rule as substantive or procedural is sometimes a subtle undertaking. See id. But where the matter in question is one covered by the Federal Rules of Civil Procedure, “it is settled that ... the Federal Rule applies re gardless of contrary state law.” Id. at 427 n. 7, 116 S.Ct. 2211. N.Y. C.P.L.R. § 3213 d F.3d 124, 129 (2d Cir.1994) (<HOLDING>). Fed.R.Civ.P. 13 governs counterclaims in the Options: A. holding that a party in an action pending in a federal court was subject to the counterclaim rule and thus violated 65440 by commencing another action in a state court B. holding that district court did not abuse its discretion in considering merits of state law counterclaim that formed part of the same case as federal counterclaim even though court had dismissed federal counterclaim quoting 28 usc 1367a C. holding that lessees fraud in the inducement claim should have been pleaded as a compulsory counterclaim where lessors original claim was for breach of the lease D. holding that a waiver of counterclaims potentially valid in state court was inoperative in federal court when its application would have prevented the assertion of a counterclaim that under fedrcivp 13a was compulsory E. holding that the prosecution in a subsequent action of claims that had been compulsory counterclaims in a previously filed declaratoryjudgment action violated 65440

assistant: The best answer is D. holding that a waiver of counterclaims potentially valid in state court was inoperative in federal court when its application would have prevented the assertion of a counterclaim that under fedrcivp 13a was compulsory
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 Project shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “ Casualty ”), Borrowers shall give prompt notice thereof to Administrative Agent. Following the occurrence of a Casualty, provided Administrative Agent makes insurance proceeds available to Borrowers, Borrowers shall promptly proceed to restore, repair, replace or rebuild the same to be of at least equal value and of substantially the same character as prior to such damage or destruction, all to be effected in accordance with applicable Requirements of Law. If Administrative Agent is entitled to receive such proceeds and, pursuant to the terms hereof, does not make insurance proceeds available to Borrowers, Borrowers, at Borrowers’ expense, shall promptly proceed to remove any debris and secure the damaged Project.

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: Each Loan Party and each Subsidiary of any Loan Party (a) (i) is a corporation, limited partnership or limited liability company validly organized and existing and in good standing under the Laws of the jurisdiction of its organization and (ii) is duly qualified to do business and is in good standing as a foreign corporation or limited liability company in each jurisdiction where the nature of its business requires such qualification; and (b) has full power and authority and holds all requisite permits, licenses, authorizations, approvals, entitlements, accreditations and privileges, from Governmental Authorities or otherwise, to (i) enter into and perform its obligations under this Agreement and each other Loan Document to which it is a party and (ii) own and hold under lease its property and to conduct its business in the ordinary course. No Loan Party or any Subsidiary of any Loan Party is in violation of its Organizational Documents.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if you are a california resident , you waive california civil code section 1542 , which says : `` a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release , which if known by him must have materially affected his settlement with the debtor . ''

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Buyer is legally, financially and otherwise qualified to be the licensee of, acquire, own and operate the Station under applicable law, including without limitation the Communications Act and the rules, regulations and policies of the FCC. There are no facts that would, under existing law, including without limitation existing rules, regulations, policies and procedures of the FCC, disqualify Buyer as an assignee of the FCC Licenses or as the owner and operator of the Station. No waiver of or exemption from any FCC rule or policy is necessary for Buyer to hold the FCC Licenses.

assistant: Qualifications
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 or permitted to be delivered hereunder shall be deemed to be delivered when sent by facsimile with receipt confirmed or when deposited in the United States mail, postage prepaid, registered or certified mail, return receipt requested, or by overnight courier, addressed to the parties at the address first stated herein, or to such other address as either party hereto shall from time to time designate to the other party by notice in writing as provided herein.

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: Commencing on the Effective Date of this Agreement, Executive shall diligently render his services to the Company as Executive Vice President, Chief Information and Administrative Officer in a manner customary for such officers or equivalent positions, and shall use his best efforts and good faith in fulfilling such responsibilities and in accomplishing such directives. Executive agrees to devote his full-time efforts, abilities, and attention to the business of the Company, and shall not engage in any activities which will interfere with such efforts. Executive shall well and faithfully serve the Company during the continuance of his employment hereunder and shall use his best efforts to promote the interests of the Company.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: breach of contract, breach of implied obligation of good faith and fair dealing, negligence, negligent training and supervision, and unjust enrichment do not involve reliance. An individual issue with respect to one element of a small portion of plaintiffs’ claims does not outweigh the multitude of issues common to the remaining elements and claims. 65.And plaintiffs’ fraud-based claims stem largely from misleading omissions, Second Am. Compl. at ¶¶43, 58-59, for which reliance may generally be presumed. For example, under the Securities Exchange Act section 10(b), individual reliance is presumed if the defendant’s omission is material. See Affiliated Ute Citizens of Utah v. United States, 406 U.S. 128, 152-54, 92 S.Ct. 1456, 1471-72, 31 L.Ed.2d 741 (1972) [hereinafter Ute Citizens ] (<HOLDING>); see also, e.g., Hoxworth v. Blinder, Robinson Options: A. holding that reliance on a material omission may be presumed in a rule 10b5 case B. recognizing a rebuttable presumption of reliance in rule 10b5 C. holding that options traders may assert rule 10b5 claims D. holding that loss causation is a necessary element of a rule 10b5 claim E. holding that in a case involving misrepresentations in violation of securities and exchange commission rule 10b5 under the circumstances of this case involving primarily a failure to disclose positive proof of reliance is not a prerequisite to recovery

assistant: The best answer is A. holding that reliance on a material omission may be presumed in a rule 10b5 case
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the "SEC Documents"). Upon written request the Company will deliver to the Purchaser true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amended ("1934 Act" or "Exchange Act"), and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Act.

assistant: Financial Statements
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 Borrower, the Lenders, the Issuing Lender, the Swing Line Lender, the Collateral Agent, and the Administrative Agent have agreed that this Agreement is an amendment and restatement of the Existing Credit Agreement in its entirety, and this Agreement is not a novation of the Existing Credit Agreement. All the rights, titles, liens, security interests, and assignments securing the Obligations (as defined in the Existing Credit Agreement) shall secure the Obligations, insofar and only insofar as the same cover the Collateral, and all liens, security interests, and assignments against the Collateral securing the Obligations (as defined in the Existing Credit Agreement) are hereby renewed, extended, and modified to secure the Obligations.

assistant: Amendments
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: Whenever any payment of cash is to be made by any Credit Party to any Person pursuant to this Agreement, the Notes or other Transaction Document, such payment shall be made in lawful money of the United States of America (provided, that payments of cash made in respect of the UK Term Notes (GBP) shall be made in lawful money of the United Kingdom) by a check drawn on the account or accounts of such Credit Party and sent via overnight courier service to such Person at such address as previously provided to the Borrower Representative in writing (which address, in the case of each of the Lenders, shall initially be as set forth on the Schedule of Lenders attached hereto); provided that (i) the Agent, any Holder or any Lender may elect to receive a payment of cash via wire transfer of immediately available funds by providing the Borrower Representative with prior written notice setting out such request and the Agent’s, such Holder’s or such Lender’s wire transfer instructions and (ii) Credit Parties may elect to make a payment of cash via wire transfer of immediately available funds in accordance with wire transfer instructions provided by the Agent, each Holder and each Lender upon request therefor. Whenever any amount expressed to be due by the terms of this Agreement or any Note is due on any day which is not a Business Day, the same shall instead be due on the next succeeding day which is a Business Day and, in the case of any Interest Date which is not the date on which the applicable Note is paid in full in cash, the extension of the due date thereof shall not be taken into account for purposes of determining the amount of interest due on such date. Any amount due under the Transaction Documents (other than principal and interest, if the same are already accruing interest at the Default Rate), which is not paid when due shall result in a late charge being incurred and payable by the Borrowers in an amount equal to accrued interest at the Default Rate from the date such amount was due until the same is paid in full in cash (“ Late Charge ”). Such Late Charge shall continue to accrue post-petition in any proceeding under any Bankruptcy Law.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: See, e.g., Louisiana v. Texas, 176 U.S. 1, 19, 20 S.Ct. 251, 44 L.Ed. 347 (1900). Here, the Navajo Nation has no standing to assert the rights of the grandparents, nor do the grandparents have any rights under state or federal law. a. Navajo Nation Lacks Standing When acting solely in a representative capacity, a tribe’s standing is based exclusively upon the standing of its individual members: the tribe simply raises claims that its members could raise individually, and essentially stands in the same position as they would had they brought the action collectively. The governmental entity must raise claims which affect all its members, not just a select few. See Alabama and Coushatta Tribes of Texas v. Trustees of the Big Sandy Indep. School Dist., 817 F.Supp. 1319, 1328 (E.D.Tex.1993) (<HOLDING>). Nothing in the pleadings and little in the Options: A. holding that the term indian tribe under the ada is broad enough to encompass a school board a nonprofit state corporation where the tribe used the board to manage a tribal school B. holding that a tribes bare interest in the safety of its members cannot satisfy the second exception C. holding tribes were not suing in its parens patriae capacity when they challenged the school district because tribe was not representing interests of all its members in challenging restriction D. holding that the district court may exercise jurisdiction over an indian tribe when the tribe is engaged in activity off of the reservation as an unincorporated association registered and authorized to do business in this state and is sued in that capacity for breach of a written contract E. holding that waiver in a sue and be sued clause is limited to actions involving the corporate activities of the tribe and does not extend to actions of the tribe in its capacity as a political governing body

assistant: The best answer is C. holding tribes were not suing in its parens patriae capacity when they challenged the school district because tribe was not representing interests of all its members in challenging restriction
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: Unless delivery of the shares of Common Stock is delayed after the applicable vesting date pursuant to Section 2.4 above, on the vesting date, the Recipient shall recognize taxable income in respect of the Common Stock deliverable and the Company shall report such taxable income to the appropriate taxing authorities in respect thereof as it determines to be necessary and appropriate.

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 legal provision and list the applicable contract clause categories. Provision: The Company, acting through the Committee or through the Board, may amend this Agreement at any time for any purpose determined by the Company in its sole discretion that is consistent with the Plan, including but not limited to an amendment to accelerate the vesting schedule set forth in Paragraph 3. All amendments must be in writing. The Company may not amend this Agreement, however, without the Participant’s express agreement to any amendment that could adversely affect the material rights of the Participant.

assistant: Amendments
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 applicable law pertaining in the State of New York, other than those conflict of law provisions that would defer to the substantive laws of another jurisdiction. This governing law election has been made by the parties in reliance (at least in part) on Section 5–1401 of the General Obligations Law of the State of New York, as amended (as and to the extent applicable), and other applicable 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: The execution, delivery and performance of this Seventh Amendment and the other Credit Documents to which Borrower is a party by Borrower, the borrowings thereunder by Borrower and the use of the proceeds thereof will not violate any Applicable Law, any material Mine Document or any Organizational Document of Borrower and will not result in, or require, the creation or imposition of any Lien on any of its respective Properties or revenues pursuant to any Applicable Law or any such Mine Document.

assistant: No Conflicts
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: Maria Antonia Herrera Estrada, a native and citizen of Guatemala, petitions for r 5) (<HOLDING>). Moreover, Herrera Estrada’s refusal to Options: A. holding that a four to six hour detention during which the alien was hit in the stomach and kicked from behind did not compel a finding of persecution B. holding that minor abuse during brief detention did not compel finding of past persecution C. holding that a minor beating even in conjunction with threats did not compel a finding of persecution D. holding that evidence of multiple interrogations and 24hour detention did not compel finding of persecution E. holding that the record did not compel a finding of persecution where an alien was detained for five or six days

assistant: The best answer is B. holding that minor abuse during brief detention did not compel finding of past persecution
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 Administrative Agent may take such action and carry out such functions under this Agreement as are authorized to be performed by it pursuant to the terms of this Agreement, any other Related Document or otherwise contemplated hereby or thereby or are reasonably incidental thereto; provided , that the duties of the Administrative Agent set forth in this Agreement shall be determined solely by the express provisions of this Agreement, and, other than the duties set forth in Section 11.02 , any permissive right of the Administrative Agent hereunder shall not be construed as a duty.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: cite Nance in his Rule 104 brief. Our conclusion is buttressed by the original trial court’s use of its discretion in handling the Cyco evidence, the Iowa Supreme Court’s independent review of the issue on appeal, the PCR court’s thorough and well-reasoned discussion of the issue, the district court’s analysis denying habeas relief, and the overwhelming evidence against Pfau. We are confident the trial court did not abuse its discretion in allowing the limited evidence abou *4 (Iowa Ct.App. Nov.16, 2001) (unpublished) (concluding “evidence of a victim’s gang membership is not inherently prejudicial” in a “case where no evidence was introduced regarding the defendant’s membership in a gang”); State v. Allen, No. 98-2012, 2000 WL 767686, at *2 (Iowa Ct.App. June 14, 2000) (unpublished) (<HOLDING>). Instead, Nance announced that “evidence of Options: A. holding that trial court did not abuse its discretion by admitting police reports in civil case under publicrecords exception B. holding trial court did not abuse its discretion in its admitting extraneous evidence to rebut a defensive theory C. holding the trial court did not abuse its discretion by admitting gangrelated evidence D. holding trial court did not abuse its discretion in admitting highly probative and relevant evidence of other crimes E. holding juvenile court did not abuse its discretion in admitting expert testimony

assistant: The best answer is C. holding the trial court did not abuse its discretion by admitting gangrelated evidence
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: lower court hears an appeal from a governmental agency de novo, the burden is upon the governmental body “to prove all of the elements, both procedural and substantive necessary to support its adjudication.” We thus concluded that the township had the burden of going forward with the evidence. The burden was properly placed on the township because it was the township’s duty to show initially that the suspension and demotion were merited. We elicit from Lawrence Township that where the parties begin the litigation all over again the burden of proof should be identical to that before the local agency. In the instant case, however, we hold that the burden of proof was always with Hamot. See Hospital Utilization Project v. Commonwealth, 507 Pa. 1, 13 n. 7, 487 A.2d 1306, 1312 n. 7 (1985) (<HOLDING>). Accordingly, we conclude that the trial court Options: A. holding that the burden of proof is on the claimant B. holding that the defendant bears the burden under plainerror review C. holding that the government bears the burden of proving voluntary consent under the totality of the circumstances D. holding that the plaintiff bears the burden of proof for all elements of section 523a15 E. holding that where there is a review of a charitable exemption in light of a change in circumstances the entity seeking to retain its taxexempt status bears the burden of proof

assistant: The best answer is E. holding that where there is a review of a charitable exemption in light of a change in circumstances the entity seeking to retain its taxexempt status bears the burden of proof
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: resign, Mr. Moreno created a fictitious debt that petitioner owed. Petitioner was forced to remain at the agency until the false claim was resolved. Even after petitioner left the agency, the state police kidnaped him at gunpoint, tortured him, and told him to lie to investigators about products in the fire-stricken warehouse owned by the state. Petitioner’s exposure of the government corruption to his supervisor, Ms. Martinez, and his refusal to accede to Mr. Moreno’s corrupt demands, are acts which constitute political activity and qualify petitioner as a whistleblower of government corruption. Repeatedly exposing the corruption to his supervisor was adequate; he did not need to report it to an outside agency to qualify as a whistleblower of government corruption. See id. at 1129-30 (<HOLDING>); Njuguna, 374 F.3d at 768-71 (holding that an Options: A. holding that summary judgment for defendant officials on the basis of qualified immunity was improper given officials indefinite refusal to treat plaintiffs cavity B. holding that opposition to government corruption may constitute political opinion C. holding that an aliens refusal to comply with extortion demands by officials and his reporting the corruption to higher officials was political and was whistleblowing activity D. holding that persecution was on account of political opinion because petitioners prosecutorial investigation into acts of political corruption was by its very nature political E. holding that alleged misconduct by public officials particularly by law enforcement officials is matter of public concern

assistant: The best answer is C. holding that an aliens refusal to comply with extortion demands by officials and his reporting the corruption to higher officials was political and was whistleblowing activity
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: As a condition to your rights to receive the Transition Completion Bonus and accelerated Guaranteed Payments as set forth herein, you must execute, deliver and not revoke a general release of claims against the Company and its affiliates in a form reasonably acceptable to the Company and consistent with the post-engagement restrictions contained herein. The Company will provide to you the form of such release not later than five calendar days after the date an amount has become payable subject only to your executing, delivering and not revoking the release under this Section V.B. You must execute the release and deliver it to the Company not later than 45 days after the form of release is provided to you. If you do not execute the release, or if you revoke the release before the designated payment date, your rights to payments conditioned upon your timely execution of such release shall be forfeited. If the 45-day period contemplated hereby crosses calendar years, the payments required hereunder shall be paid in the second calendar year to comply with Code Section 409A.

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: The obligations of the Borrower under Section 4.1, Section 4.2, Section 4.3, Section 10.3 and Section 10.4, shall in each case survive any assignment by the Lender and the occurrence of the Termination Date. The representations and warranties made by the Borrower in each Loan Document shall survive the execution and delivery of such Loan Document.

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: the elimination of the death penalty eliminates Dufur’s right under 18 U.S.C. § 3005 to a second court-appointed attorney.” Id.; see also United States v. Steel, 759 F.2d 706, 710 (9th Cir.1985) (reaffirming Dufur’s conclusion that the right to second counsel is “eliminated along with the elimination of the death penalty”). Our reasoning and statutory construction in Dufur logically dictate the conclusion that the government’s irrevocable decision not to pursue the death penalty eliminated Waggoner’s right under § 3005 to a second court-appointed counsel. As the Third Circuit recently observed, “after the government declared that it would no longer seek the death penalty, the appellants were no longer capital defendants.” United States v. Casseus, 282 F.3d 253, 256 (3d Cir.2002) (<HOLDING>). Dufur’s construction is also consistent with Options: A. holding that leaning towards the death penalty is not the same as an automatic vote for the death penalty B. holding any error in refusing to appoint an additional counsel under 3005 is harmless when the government declines to seek the death penalty C. holding that any error was harmless and thus not plain error D. holding that burden is on government to show that error in failure to provide notice is harmless E. holding that the decision to seek the death penalty is made by a separate branch of the government and is therefore not a cognizable federal issue

assistant: The best answer is B. holding any error in refusing to appoint an additional counsel under 3005 is harmless when the government declines to seek the death penalty
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: FCC v. Beach Comm., 508 U.S. 307, 313, 113 S.Ct. 2096, 124 L.Ed.2d 211 (1993). Nevertheless, rational basis review is not “toothless.” Mathews v. De Castro, 429 U.S. 181, 185, 97 S.Ct. 431, 50 L.Ed.2d 389 (1976). “[Ejven in the ordinary equal protection case calling for the most deferential of standards, [courts] insist on knowing the relation between the classification adopted and the object to be attained.” Gill v. Office of Pers. Mgmt., 699 F.Supp.2d 374, 387 (D.Mass.2010) (quoting Romer, 517 U.S. at 633, 116 S.Ct. 1620). In Romer, the Supreme Court held that gay men and lesbians, as a class, are at least protected from burdensome legislation that is the product of sheer anti-gay animus and devoid of any legitimate gov ernment purpose. 517 U.S. at 632-35, 116 S.Ct. 1620 (<HOLDING>). In Perry, the Ninth Circuit applied Romer and Options: A. holding failure to raise issue of improper measure of damages in trial court waived review of complaints that proper measure of damages was not submitted to jury and that plaintiff failed to present evidence on the proper measure B. holding that a law survives rational basis review so long as there is any reasonably conceivable state of facts that could provide a rational basis for the classification C. recognizing heightened rational basis scrutiny D. holding that colorados antigay ballot measure fails indeed defies even this conventional inquiry applied under the rational basis test E. holding that there is a rational basis for the distinction

assistant: The best answer is D. holding that colorados antigay ballot measure fails indeed defies even this conventional inquiry applied under the rational basis test
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: Wherever possible, each provision of this Amendment No. 5 shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Amendment No. 5 shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Amendment No. 5.

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 case excerpt and choose the best holding from the options. Case excerpt: merits, the court held Bolt was qualified to testify that Feltes failed to follow the work papers and perform all of the required interviews and inventory checks. II. Issues. Kircher raises two issues on appeal. The first deals with error preservation while the second deals with whether Bolt was qualified to testify as to generally accepted CPA auditing standards, whether the accountant breached those standards, and causation. III. Error Preservation. A ruling sustaining a motion in limine is generally not an evidentiary ruling. Twyford v. Weber, 220 N.W.2d 919, 923 (Iowa 1974). Rather, a ruling sustaining a motion in limine simply adds a procedural step to the introduction of allegedly objectionable evidence. Id.; accord Johnson v. Interstate Power Co., 481 N.W.2d 310, 317 (Iowa 1992) (<HOLDING>). Thus, a motion in limine “serves the useful Options: A. holding that for error to be preserved on appeal with regard to admission of evidence in violation of a ruling on a motion in limine that the evidence is inadmissible an objection should be made at the time the evidence is offered B. recognizing a ruling sustaining a motion in limine merely adds a procedural step to the offer of evidence and that if the evidence is not offered there is nothing preserved to review on appeal C. holding grant or denial of motion in limine is preliminary ruling and normally preserves nothing for appellate review D. holding that failure to object does not preclude raising the issue on appeal where erroneous evidence is offered in violation of an order in limine E. holding defendant failed to preserve for appeal the question of admissibility of evidence that was the subject of the motion in limine where defendant failed to object to evidence when offered at trial

assistant: The best answer is B. recognizing a ruling sustaining a motion in limine merely adds a procedural step to the offer of evidence and that if the evidence is not offered there is nothing preserved to review on appeal
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Executive represents and warrants to the Company that (a) the execution, delivery and performance of this Agreement by Executive does not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which Executive is bound, (b) Executive is not a party to or bound by any employment agreement, noncompetition agreement or confidentiality agreement with any other person or entity that would interfere with the execution, delivery or performance of this Agreement by Executive and (c) upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms.

assistant: Representations
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 Administrator will make such provision for the withholding of taxes as it deems necessary. The Administrator may, but need not, hold back shares of Stock from an Award or permit a Participant to tender previously owned shares of Stock in satisfaction of tax-withholding requirements (but not in excess of the minimum withholding required by law or such other amount that may be permitted under current Financial Standards Accounting Board guidance without triggering liability accounting under ASC 718).

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: From and after the Closing, Covenantor shall not (nor will Covenantor assist any other person to do so) directly or indirectly reveal, report, publish or disclose the Confidential Information to any person, firm or corporation not expressly authorized by Buyer to receive such Confidential Information, or use (or assist any person to use) such Confidential Information except for the benefit of Buyer.

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: (applying a formula to divide varying sources of commingled funds because “equity dictates that all ... funds be distributed on a pro rata basis”), rev’d on other grounds, 875 F.2d 76 (4th Cir.1989); In re Leedy Mortgage Co., 111 B.R. 488, 489 (Bankr.E.D.Pa.1990) (disallowing differential distribution of funds based on the “precept that preferences or priorities to creditors should be carefully assessed and allowed only when legally or equitably justified”); In re Independence Land Title Corp. of Ill, 18 B.R. 673, 674 (Bankr.N.D.Ill.1982) (“[I]t would thwart the general bankruptcy principle of equality of distribution to creditors of equal status if this court allowed [defendant] to receive all the funds held by the trustee.”); In re Johnson, 121 N.J. 244, 244, 579 A.2d 815, 815 (1990) (<HOLDING>). Cases granting one party distribution Options: A. holding that under 42 usc 407a social security benefits commingled with other nonexempt funds in a bank account remain exempt if the funds are reasonably traceable to social security income B. holding the commissions recommendation that the attorney be ordered to refund his clients funds could not be adopted because the stipulation failed to detail the amount of such funds and no witness testimony or evidence was taken on the matter C. holding that companys president was trustee of trust funds because he had control and direction over the funds D. holding that in a case where a suspended attorney commingled funds between his attorney trust account and attorney business account and the funds could not be traced claimants state of new jersey and clients security fund reached an amicable agreement to divide the funds equally E. holding both a party and his attorney liable to repay funds withdrawn in violation of a stay where the attorney violated this courts orders and concealed the fund

assistant: The best answer is D. holding that in a case where a suspended attorney commingled funds between his attorney trust account and attorney business account and the funds could not be traced claimants state of new jersey and clients security fund reached an amicable agreement to divide the funds equally
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Court further held that the date of removal contemplated by § 1326(b)(1) is the date of the alien’s “physical” removal. Id. Thus, the district court did not err when it applied a sentence enhancement under § 1326(b)(1) using a reinstated removal. The Government concedes that the district court committed Apprendi error when the court used a 2004 removal in its application of § 1326(b)(1) because the 2004 removal was neither proven to a jury beyond a reasonable doubt nor admitted by Lucatero-Campos. See United States v. Covian-Sandoval, 462 F.3d 1090 (9th Cir.2006). Nevertheless, we find it was harmless error because the record contains overwhelming and uncontroverted evidence of the 2004 removal. See United States v. Zepeda-Martinez, 470 F.3d 909, 913 (9th Cir.2006) (citations omitted) (<HOLDING>) (emphasis added). The record reveals that the Options: A. holding that failure to submit an element of the offense to the jury is subject to harmless error analysis B. holding that error is not harmless if the defendant contested the omitted element and raised evidence to support a contrary finding C. holding that instructional error on missing element is harmless if no rational jury could have found the defendant guilty of violating the statute without also making the proper finding as to the missing element D. holding that when the jury finds facts that are so closely related to the omitted element that no rational jury could find those facts without also finding the omitted element this exercise amounts to the functional equivalent of the omitted element E. holding that the omission of an element is subject to harmless error analysis

assistant: The best answer is B. holding that error is not harmless if the defendant contested the omitted element and raised evidence to support a contrary finding
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: fees assessment is unfair. Defendants should be entitled to any reasonable fees incurred in defending themselves in this latest case. To determine reasonable attorneys’ fees, “the court must calculate a lodestar figure based upon the hours reasonably spent by counsel ... multiplied by the reasonable hourly rate.” Orchano v. Advanced Recovery, Inc., 107 F.3d 94, 98 (2d Cir.1997). Here, defendants’ counsel has submitted affidavits detailing 32.3 hours of work at $142 per hour. The 34.2 hours includes 2.4 hours of travel time and 1.9 hours spent preparing the affidavit of attorneys’ fees and attending the hearing regarding attorneys’ fees. I find that this time was reasonably spent and should be compensated. See Reed v. A.W. Laurrence & Co., Inc., 95 F.3d 1170, 1183 (2d Cir. 1996) (<HOLDING>); Cruz, 34 F.3d at 1161 (finding that “the Options: A. holding that the independent counsel reauthorization act does not permit fees claimed for the preparation of a fee application B. holding that plaintiffs are entitled to attorneys fees for time spent litigating the fees issue on appeal under title viis attorneys fee provision C. holding that awarded fees were reasonable and that proof that attorneys fees are necessary apart from testimony as to the reasonableness of the fee is not required D. holding that a court reporter can recover attorneys fees for a suit involving the preparation of a record because the claim was for personal services E. holding that attorneys fees for the preparation of the fee application are compensable

assistant: The best answer is E. holding that attorneys fees for the preparation of the fee application are compensable
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 agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof, in addition to any other remedy to which they are entitled at Law or in equity.

assistant: Specific Performance
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: BDSI represents and warrants that (i) to BDSI’s Knowledge as of the Effective Date, the Licensed Technology, Licensed Marks and other intellectual property rights which are the subject of the licenses granted to Collegium hereunder comprise, all intellectual property rights reasonably necessary for Collegium to Develop and Commercialize the Current Product and (ii) there are no other intellectual property rights owned or Controlled by BDSI or any of its Affiliates as of the Effective Date, other than the rights in the Licensed Technology, which cover the Current Product or would otherwise prevent Collegium from Developing and/or Commercializing the Current Product in the Territory as set forth herein.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: ( c ) send unsolicited communications ( also referred to as `` spam '' , `` spim '' or `` spit '' ) or any communication not permitted by applicable law or use the software , products or skype websites for the purposes of phishing or pharming or impersonating or misrepresenting affiliation with another person or entity ;

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No party to this Voting Agreement may assign any of its rights or obligations under this Voting Agreement without the prior written consent of the other parties hereto, except that Parent may assign, in its sole discretion, all or any of its rights, interests and obligations hereunder to any assignee of Parent’s rights under the Merger Agreement. Any assignment contrary to the provisions of this Section 5.2 shall be null and void.

assistant: Assignments