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: moved before trial to dismiss the actions, citing the'forum-selection clause printed on each passenger ticket. This clause purported to obligate the passenger to institute any suit arising in connection with the contract in Naples, Italy, and to renounce the right to sue elsewhere. The District Court denied petitioner’s motions to dismiss, holding that the ticket as a whole did not give reasonable notice to passengers that they were waiving the opportunity to sue in a domestic forum. Without v. S. N. C. Achille Lauro ed Altri-Gestione, 858 F. 2d 905, 908 (CA3 1988), cert. dism’d, 490 U. S. 1001 (1989); Sterling Forest Associates, Ltd. v. Barnett-Range Corp., 840 F. 2d 249, 253 (CA4 1988); Farmland Industries, Inc. v. Frazier-Parrott Commodities, Inc., 806 F. 2d 848, 851 (CA8 1986) (<HOLDING>). We now affirm. II Title 28 U. S. C. § 1291 Options: A. holding that there can be only one final appealable order B. holding that the issue of whether the attorney general was entitled to qualified immunity is immediately appealable under the collateral order doctrine C. holding that the denial of a motion to remand is interlocutory and not immediately appealable D. holding such denial to be an immediately appealable collateral final order E. holding that denial of counsel in section 1983 action is not immediately appealable

assistant: The best answer is D. holding such denial to be an immediately appealable collateral final order
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The provisions of this Agreement that by their terms are intended to continue beyond the termination of the Executive’s employment, including but not limited to Section 5, 6, 7, 8, 9, 10 and 11 hereof, shall survive such termination of employment and shall continue in effect for the respective periods therein provided or contemplated.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: At all times from and after the Separation Date, the Executive shall not, directly or through any other person or entity, make any public or private statements (whether orally, in writing, via electronic transmission, or otherwise) that disparage, denigrate or malign any of the Releasees. At all times from and after the Separation Date, Edge shall not direct any of its officers or directors to make, directly or through any other person or entity, any public or private statements that disparage, denigrate or malign the Executive or the Executive’s activities or reputation. For purposes of clarification, and not limitation, a statement shall be deemed to disparage, denigrate or malign a person or entity if such statement could be reasonably construed to adversely affect the opinion any other person may have or form of such first person or entity. No obligation of any person or entity under this Section 5 shall be violated by truthful statements (i) made to any Governmental Agency or (ii) which are in connection with legal process, required governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Executive shall have the right to have settled by arbitration any dispute or controversy arising in connection herewith. Such arbitration shall be conducted in accordance with the rules of the American Arbitration Association before a panel of three arbitrators sitting in a location selected by Executive. Judgment may be entered on the award of the arbitrators in any court having proper jurisdiction. All expenses of such arbitration shall be borne by the Company in accordance with Section 6.3 hereof.

assistant: Arbitration
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 Loan Documents constitute valid and binding obligations of Borrower or the Affiliate party thereto, enforceable in accordance with their terms. The Guaranty Documents constitute valid and binding obligations of GEN and Operator, enforceable in accordance with their terms.

assistant: Enforceability
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: is not liable under CERCLA under a “substantial continuity” or “continuity of enterprise” theory, all CERCLA claims against Aztec are hereby dismissed. 75. As to Durham’s pendent state-law claims against Aztec, state law governs the issue of whether Aztec may be held liable for the obligations of Merriam and Adams. Calabrese, 170 F.Supp.2d at 253. Durham maintains that Connecticut courts would apply the “continuity of enterprise” test, citing A.G. Associates of Newington Britain v. Parafati, No. CVN0041808NE, 2002 WL 1162890 (Conn.Super.Ct. Apr.ll, 2002). Defendants, on the other hand, maintain that Connecticut courts would apply the stricter “identity” or “instrumentality” test, citing Angelo Tomasso, Inc. v. Armor Construction & Paving, Inc., 187 Conn. 544, 556, 447 A.2d 406 (1982) (<HOLDING>). Defendants maintain that Durham cannot Options: A. holding that connecticut courts look to the identity or instrumentality test to determine whether one corporate entity can properly be held responsible for the obligations of another corporate entity B. holding that the general corporate laws are incorporated into the corporate charter C. holding that grand jury testimony of officer and inhouse counsel for corporate defendant was properly admitted as admission against the corporate defendant D. holding that sealy was not a single entity but instead an instrumentality of the individual parties E. holding that a corporate entity must be represented by licensed counsel

assistant: The best answer is A. holding that connecticut courts look to the identity or instrumentality test to determine whether one corporate entity can properly be held responsible for the obligations of another corporate entity
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 Borrower shall not, and shall not permit any Restricted Subsidiary to, enter into any arrangement, directly or indirectly, with any Person whereby it shall sell or transfer any Property, whether now owned or hereafter acquired, and thereafter rent or lease such Property which it intends to use for substantially the same purpose or purposes as the Property being sold or transferred.

assistant: Sales
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: grounds for removal, together with a copy of all process, pleadings, and orders served upon such defendant or defendants in such action. Id. (emphasis added). A defendant must also “file a copy of the notice with the clerk of such State court, which shall effect the removal and the State court shall proceed no further unless and until the case is remanded.” Id. § 1446(d). The removal statutes are construed narrowly. Pritchett v. Off its, including the District of Kansas, have also followed this approach. See, e.g., Berbig v. Sears Roebuck & Co., Inc., 568 F.Supp.2d 1033, 1039 n. 9 (D.Minn.2008) (stating that “a failure to comply with the requirements of [Section 1446(a) ] ordinarily is not grounds to deny removal”); Riggs v. Fling Irrigation, Inc., 535 F.Supp.2d 572, 579 (W.D.N.C.2008) (<HOLDING>); Yellow, 406 F.Supp.2d at 1215; In re Methyl Options: A. holding that under alabama law the law of the forum applies to procedural matters and that in most instances the statute of limitations is considered to be a procedural rule B. recognizing that the procedural defect could be corrected through a reinstatement of the termination proceedings C. holding that if the states criminal complaint against defendant had a jurisdictional defect the prosecution had the right to attempt to correct the defect and a motion to dismiss is one method of doing this D. holding that notice of a defect could not be imputed to a defendant inasmuch as it created the defect E. holding while there may be some case law to support plaintiffs argument the majority approach is that the failure to attach process defect is merely procedural and that this particular procedural defect may be cured

assistant: The best answer is E. holding while there may be some case law to support plaintiffs argument the majority approach is that the failure to attach process defect is merely procedural and that this particular procedural defect may be cured
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: 534 F.2d 19, 21 (2d Cir.1976)). Plaintiffs also point to record evidence that the bank holding company defendants and their subsidiaries shared common officers and directors (Decl. of Joseph S. Tusa, Dec. 20, 2006, Ex. 1; Decl. of Joseph S. Tusa, Mar. 2, 2007, Exs. Y, PP), but this Resnick factor, without more than otherwise indicated in the instant case, is insufficient as a matter of law to establish alter ego liability of a parent corporation. See Greene v. Long Island R.R. Co., 280 F.3d 224, 235 (2d Cir.2002) (“[Corporate ownership of a subsidiary and overlapping offices and directorates are not, without more, sufficient to impose liability on the parent for conduct of the subsidiary!.]”); see also In re Amaranth Natural Gas Commodities Litig., 587 F.Supp.2d 513, 538 (S.D.N.Y.2008) (<HOLDING>); In re Ski Train Fire in Kaprun, Austria on Options: A. holding that ownership and overlapping directors are insufficient standing alone to pierce the corporate veil B. holding that where one plaintiff has standing we need not consider whether the other individual and corporate plaintiffs have standing to maintain the suit C. holding that disproportionate impact standing alone was insufficient to prove unconstitutional racial discrimination D. holding that selfserving deposition testimony standing alone is insufficient to survive a motion for summary judgment E. holding irrelevant the argument that a directors conduct amounting to minimum contacts was unauthorized where the directors employer ratified the directors conduct

assistant: The best answer is A. holding that ownership and overlapping directors are insufficient standing alone to pierce the corporate veil
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: that the victim’s vaginal area was often red, rashed, and her “clitoris would be very swollen.” On a nightly basis, the child would be “screaming and crying, and sitting in sitz baths in the tub because her pookie hurt.” The problem was so severe that the victim and her mother sought medical attention “many times.” The evidence of the victim’s pain and swollen clitoris established the element of penetration. Therefore, we cannot hold that the verdict was unsupported by the evidence or plainly wrong. Appellant likens the instant facts to those in Moore, where the victim testified that the defendant put his penis “on” her vagina, and the Supreme Court overturned the conviction for insufficient evidence of the essential element of penetration. See Moore, 254 Va. at 189, 491 S.E.2d at 741 (<HOLDING>). Appellant contends in the absence of medical Options: A. recognizing that evidence may be legally insufficient where there is variance between indictment allegations and proof B. holding variance between enhancement allegation and proof renders evidence legally insufficient only if variance is material C. holding evidence legally insufficient D. holding evidence legally sufficient E. holding proof of penetration is legally insufficient if the evidence is in a state of equipoise based on the commonwealths caseinchief

assistant: The best answer is E. holding proof of penetration is legally insufficient if the evidence is in a state of equipoise based on the commonwealths caseinchief
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 Plan, the Grant Notice and this Agreement constitute the entire agreement of the parties and supersede in their entirety all oral, implied or written promises, statements, understandings, undertakings and agreements between the Company and Holder with respect to the subject matter hereof, including without limitation, the provisions of any offer letter regarding equity awards to be awarded to Holder by the Company, or any other oral, implied or written promises, statements, understandings, undertakings or agreements by the Company or any of its representatives regarding equity awards to be awarded to Holder by the Company.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall deliver to the Administrative Agent, audited annual financial statements and unaudited quarterly financial statements of the Company within 15 days after it is required to file the same with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act, after giving effect to any extensions (or, if it is not required to file annual financial statements or unaudited quarterly financial statements with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act, then within 15 days after it would be required to file the same with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act, after giving effect to any extensions, if it had a security listed and registered on a national securities exchange) (and, for the avoidance of doubt, no such unaudited quarterly financial statements shall be required to be delivered with respect to the last fiscal quarter of any fiscal year); provided , that such financial statements shall be deemed to be delivered upon the filing with the SEC of its Form 10-K or Form 10-Q for the relevant fiscal period; provided , further , that any restatement of previously delivered (or deemed delivered) financial statements shall not constitute a breach or violation of this Section 6.1.

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 case excerpt and choose the best holding from the options. Case excerpt: court must afford the parties notice and a reasonable opportunity to respond. Id. Lawyers, as officers of the court, have a duty of candor to the tribunal. Federated Mut. Ins. Co. v. McKinnon Motors, LLC, 329 F.3d 805, 808-09 (11th Cir.2003) (citing Burns v. Windsor Ins. Co., 31 F.3d 1092, 1095 (11th Cir.1994)). The Florida Rules of Regulating the Florida Bar also impose upon counsel a duty of candor to the court. See S.D. Fla. L.R. 11.1(B) (adopting the current Rules of Regulating the Florida Bar). In addition, Rule 11 “reinforces counsel’s duty of candor to the Court by subjecting litigants to potential sanctions for making a representations to the court for an improper purpose.” Footman v. Wang Tat Cheung, 341 F.Supp.2d 1218, 1225 (M.D.Fla.2004); see also Glatter, 65 F.3d at 1572 (<HOLDING>). The duty owed by attorneys is that of Options: A. holding that case law interpreting rule 11 may be use to interpret rule 9011 B. holding that a motion for rule 11 sanctions is dispositive C. holding sanction of 250000 under federal rule of bankruptcy procedure 9011 to be excessive and reducing to 5000 D. recognizing rule E. holding that regarding rule 9011 this court is only concerned with documents filed in this court and thus filings in state court provide no basis to impose sanctions under rule 9011

assistant: The best answer is A. holding that case law interpreting rule 11 may be use to interpret rule 9011
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: Moyer, 370 Pa. 35, 87 A.2d 246 (1952), and McCandless v. Burn, 377 Pa. 18, 104 A.2d 123 (1954). However, in Pennsylvania, there is an important difference in the rule of interpretation as applied to restrictive covenants on the use of land. It is this. Land use restrictions are not favored in the law, are strictly construed, and nothing will be deemed a violation of such a restriction that is not in plain disregard of its express words: Jones v. Park Lane For Convalescents, 384 Pa. 268, 120 A.2d 535 (1956); Sandyford Pk. C. Assn. v. Lunnemann, 396 Pa. 537, 152 A.2d 898 (1959); Siciliano v. Misler, 399 Pa. 406, 160 A.2d 422 (1960); and, Witt v. Steinwehr Dev. Corp., 400 Pa. 609, 162 A.2d 191 (1960). Id. at 544, 220 A.2d at 2-3. See Hoffman v. Gould, 714 A.2d 1071, 1073 (Pa.Super.1998) (<HOLDING>) (citation omitted). Additionally, we note that Options: A. holding that restrictive covenants are not favored by the law and should be strictly construed as they are an interference with an owners free and full enjoyment of his property B. holding that only if provisions in an insurance contract are open to more than one interpretation should it be construed strictly against the insurer and liberally in favor of the insured C. holding pcra time limits are jurisdictional in nature and must be strictly construed D. holding dormancy statutes should be strictly construed E. holding that railroad immunity act should be strictly construed

assistant: The best answer is A. holding that restrictive covenants are not favored by the law and should be strictly construed as they are an interference with an owners free and full enjoyment of his 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 legal provision and list the applicable contract clause categories. Provision: This Agreement, together with the exhibits, and the other Integrated Agreements, constitutes the entire agreement among the Members with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among the Members with respect to the subject matter hereof.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 1983 case that defendant’s conduct violated his constitutional rights. Baker v. McCollan, 443 U.S. at 140, 99 S.Ct. at 2692, 61 L.Ed.2d at 439. Once it appeared that plaintiff was arrested pursuant to a facially-valid warrant, plaintiff also had the burden to satisfy the Franks standards for impeaching the documents underlying the warrant itself. State v. Groff, 323 N.W.2d at 211 (defendants attempting to impeach search warrant affidavit “failed to sustain their burden of proof under Franks”). The cases plaintiff has cited were concerned with the burden of proof on a different issue — a public official’s “defense of good faith and probable cause” which can give rise to qualified immunity. Pierson v. Ray, 386 U.S. 547, 555-57, 87 S.Ct. 1213, 1218-19, 18 L.Ed.2d 288, 295-96 (1967) (<HOLDING>); Dellums v. Powell, 566 F.2d 167, 176 Options: A. holding that the defense of good faith and probable cause is available to officers in common law actions for false arrest and imprisonment as well as in actions brought pursuant to section 1983 B. holding that warrantless arrest based on probable cause did not violate the fourth amendment C. recognizing the defense of good faith and probable cause in 1983 case involving unconstitutional warrantless arrest D. holding 1983 action lies for warrantless arrest without probable cause E. holding that the existence of probable cause is a complete defense to a 1983 claim alleging false arrest

assistant: The best answer is C. recognizing the defense of good faith and probable cause in 1983 case involving unconstitutional warrantless arrest
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: Cash Collateral (or the appropriate portion thereof) provided to reduce un-reallocated portions or to secure other obligations shall, so long as no Event of Default then exists, be released promptly following (i) the elimination of the applicable un-reallocated portion or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, the assignment of such Defaulting Lender’s Loans and Commitments to a Replacement Lender)) or (ii) the determination by the Administrative Agent and the L/C Lenders that there exists excess Cash Collateral (which, in any event, shall exist at any time that the aggregate amount of Cash Collateral exceeds the Minimum Collateral Amount); provided , however , (x) any such release shall be without prejudice to, and any disbursement or other transfer of Cash Collateral shall be and remain subject to, any other Lien conferred under the Credit Documents and the other applicable provisions of the Credit Documents, and (y) Borrower and the L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future anticipated un-reallocated portions or other obligations.

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 case excerpt and choose the best holding from the options. Case excerpt: Acting Chief Judge. Tony Fisher appeals from his judgment and sentence for possession of cocaine. We find merit only in his argument that the trial court erred in failing to pronounce conditions of probation eight and twenty, which require him to pay for drug testing, because they are special conditions. See Smith v. State, 702 So.2d 1305 (Fla. 2d DCA 1997) (<HOLDING>). The issue of whether these conditions are Options: A. holding that the requirement that a defendant pay for drug testing is a special condition of probation which must be pronounced at sentencing B. holding that all special conditions of probation must be orally pronounced at sentencing C. holding special conditions of probation must be imposed at sentencing and may not be imposed at resentencing D. recognizing that before a special condition of probation may be imposed there must be an oral pronouncement of the condition at sentencing E. holding that when the district court imposed drug testing in connection with a special condition of substance abuse program participation it was not required to specify the number of drug tests a defendant must undergo as a part of the treatment program

assistant: The best answer is A. holding that the requirement that a defendant pay for drug testing is a special condition of probation which must be pronounced at sentencing
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: remands resulting from omissions to the charge. The presumption an appellate court applies depends on the diligence of the parties at the charge and post-verdict stages. First, a party waives an entire theory of recovery or defense by not objecting to its omission from the charge. Tex.R. Civ. P. 279. When an incomplete theory is submitted without complaint, the parties are deemed to have waived a jury trial on the omitted issue and to have agreed to submit the issue to the trial court. See, e.g., Shearson Lehman Hutton, Inc. v. Tucker, 806 S.W.2d 914, 925 (Tex.App.-Corpus Christi 1991, writ dism’d w.o.j.); Wilson v. Remmel Cattle Co., 542 S.W.2d 938, 942 (Tex.App.-Amarillo 1976, writ ref d n.r.e.); see also Little Rock Furniture Mfg. Co. v. Dunn, 148 Tex. 197, 222 S.W.2d 985, 991 (1949)(<HOLDING>). The rule provides that, at a party’s request, Options: A. holding party that failed to object to instruction conditioning submission of a jurys question on its answer to a question waived that partys right to have the jury make findings as to the subsequent question B. holding failure to object to conditioning instructions waived error arising from the jurys failure to answer question when answer could not be implied and that lack of objection waived right to new trial to have jury answer questions C. holding that party that failed to object to instruction that jury not answer a question based on its answer to the prior question waived that partys right to have the jury make findings as to the subsequent question D. holding that petitioner who did not object to improperly conditioned submission waived right to a jury answer on the unanswered issue and the issue must be deemed as having been answered by the court in such manner as to support the judgment E. holding that a defendant waived a sentencing issue by failing to object in district court

assistant: The best answer is D. holding that petitioner who did not object to improperly conditioned submission waived right to a jury answer on the unanswered issue and the issue must be deemed as having been answered by the court in such manner as to support the judgment
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 406 U.S. 186 92 S.Ct. 1603 31 L.Ed.2d 785 State of VERMONT, plaintiff,v.State of NEW YORK et al. No. 50, Orig. Supreme Court of the United States April 24, 1972 On motion for leave to file bill of complaint. PER CURIAM. 1 The motion by Vermont for leave to file a bill of complaint invoking our original jurisdiction against New York and against International Paper Co., a New York corporation doing business in New York, is granted. New York and International Paper Co. are given until June 19, 1972, to answer the bill of complaint. 2 So ordered.

assistant: 9
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement sets forth the entire understanding of the parties and supersedes all prior agreements, arrangements, and communications, whether oral or written, pertaining to the subject matter hereof (including, without limitation, the Offer Letter, dated as of July 28, 2015, by and between Employer and Employee), and this Agreement shall not be modified or amended except by written agreement of Employer and Employee.

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

user: Read the following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 378 U.S. 589 84 S.Ct. 1932 12 L.Ed.2d 1041 Virgil John ETCHIESONv.TEXAS. No. 1050, Mis. Supreme Court of the United States June 22, 1964 Clyde W. Woody, for petitioner. On Petition for Writ of Certiorari to the Court of Criminal Appeals of Texas. PER CURIAM. 1 The motion for leave to proceed in forma pauperis and the petition for writ of certiorari are granted. The judgment is vacated and the case remanded to the Court of Criminal Appeals of Texas for consideration in light of Aguilar v. Texas, 378 U.S. 108, 84 S.Ct. 1509. 2 Mr. Justice BLACK, Mr. Justice CLARK and Mr. Justice STEWART dissent for the reasons assigned in the dissenting opinion in Aguilar v. Texas.

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 legal provision and list the applicable contract clause categories. Provision: There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Seller Party, threatened against or affecting any Seller Party or any of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement or the other Transaction Documents.

assistant: Litigations
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: deciding) that this constitutes an ameliorative factor, it is outweighed by the other factors already discussed. 5 . This rules authorizes courts to "conduct hearings or make referrals—preserving any federal statutory right to a jury trial—when, to enter or effectuate judgment, it needs to: (A) conduct an accounting; (B) determine the amount of damages; (C) establish the truth of any allegation by evidence; or (D) investigate any other matter.” 6 . Specifically, the complaint alleges that Aer-omed owes (1) $50,611.11 to Hawke Aerospace; (2) $31,950.00 to Hawke Aircraft; (3) $426, 093.60 to Keystone; and (4) 40,000 to Uniflight. Docket # 1 ¶ 3.5; see also id. (“This outstanding balance owed by the defendant is liquid, due and payable.”). 7 . But cf. KPS & Associates, 318 F.3d at 20-21 Options: A. holding that district court abused its discretion in denying rule 60b1 motion without conducting equitable analysis B. holding district court abused its discretion by entering default judgment where attorney caused delay and sanctions short of default such as costs attorneys fees or contempt of court would have likely cured the attorneys failure to respond C. holding that district court did not abuse its discretion by entering default judgment without first holding evidentiary hearing where there was no uncertainty about the amounts at issue the pleadings contained specific dollar figures and the court requested and received affidavits in support of the default judgment D. holding that district court abused discretion by entering default judgment in amount stated in complaint without conducting an evidentiary hearing or making further inquiry where the requested amount contained inconsistencies and mathematical errors and was internally inconsistent with supporting documents E. holding that district courts order granting motion for default judgment was erroneous because a default judgment cannot be entered until the amount of damages has been ascertained

assistant: The best answer is D. holding that district court abused discretion by entering default judgment in amount stated in complaint without conducting an evidentiary hearing or making further inquiry where the requested amount contained inconsistencies and mathematical errors and was internally inconsistent with supporting documents
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 original). With the possible exception of his claim that he was not permitted to testify, Man-giardi has not satisfied either prong of the Strickland test. Because each of Mangiardi’s claims relating to the proceedings is meritless, appellate counsel was not unreasonable for any failure to raise any of them on direct appeal. See Williams, 166 F.Supp.2d at 305 (finding that where each of the claims raised in the defendant’s § 2255 motion was meritless, appellate counsel was not deficient for failing to raise them on direct appeal). The same reasoning applies to appellate counsel’s failure to raise Man-giardi’s claims for ineffective assistance of trial counsel. See id., James v. Superintendent of SCI Huntington, No. CIV.A. 97-2864, 2000 WL 5196, at *3 (E.D.Pa. January 4, 2000) (<HOLDING>). Moreover, as discussed above, claims for Options: A. holding that counsel cannot be deemed ineffective for failing to raise a meritless claim B. holding that where trial counsel was not ineffective appellate counsel was not ineffective for failing to raise claim of ineffectiveness of trial counsel C. recognizing a constitutional claim for ineffective assistance of counsel D. holding no ineffective assistance of appellate counsel claim for failure to raise as basis for appeal of conviction ineffective assistance of trial counsel where basis for the latter claim was inadequate E. holding trial counsel was not ineffective for failing to pursue a meritless issue

assistant: The best answer is B. holding that where trial counsel was not ineffective appellate counsel was not ineffective for failing to raise claim of ineffectiveness of trial counsel
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 will be entitled to paid vacation time each year during the Term that will accrue in accordance with the Company’s policies and procedures now in force or as such policies and procedures may be modified with respect to all senior executive officers of the Company.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The execution, delivery and performance by the Company of this First Amendment has been duly authorized by all necessary corporate action and, except as provided herein, does not require any registration with, consent or approval of, notice to or action by, any Person (including any Governmental Authority) in order to be effective and enforceable. The Note Purchase Agreement and this First Amendment each constitute the legal, valid, and binding obligations of the Company, enforceable in accordance with their respective terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Notwithstanding the foregoing, in the event no provision is made for the continuance, assumption or substitution of the Restricted Stock by the Company or its successor in connection with a Change in Control, then, contemporaneously with the Change in Control, the Restricted Stock subject to this Award shall become vested in full, to the extent not vested previously, provided the Participant has remained continuously employed by, or providing services to, the Company or any of its Subsidiaries from the Grant Date until the Change in Control. If provision is made for the continuance, assumption or substitution of the Restricted Stock by the Company or its successor in connection with the Change in Control, the Restricted Stock shall become vested in full, to the extent not vested previously, contemporaneously with the termination of the Participant’s employment with, or service to, the Company (or its successor) and its Subsidiaries, (i) if the Participant is covered under the Greensky, Inc. Executive Severance Plan (the “ Severance Plan ”), as provided for in the Severance Plan, or (ii) if the Participant is not covered under the Severance Plan, if the Participant’s employment with, or service to, the Company (or its successor) and its Subsidiaries is terminated by the Company (or its successor) or any of its Subsidiaries, on or within twenty-four (24) months after the Change in Control, for any reason other than Cause, death or Disability.

assistant: Change In Control
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: this page ( together with the documents referred to on it ) tells you the terms of use on which you may make use of our website deliveroo.co.uk ( our `` site '' ) or any application we make available via an app store or otherwise ( our `` service '' ) , whether as a guest or a registered user .

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 Borrower will, without Agent’s consent, compromise or adjust any material amount of the Receivables (or materially extend the time for payment thereof) or accept any material returns of merchandise or grant any additional discounts, allowances or credits thereon except for those compromises, adjustments, returns, discounts, credits and allowances as have been heretofore customary in the business of such Borrower.

assistant: Adjustments
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: be the trustee of the trust.”). However, because this error does not affect our analysis of the dispositive issues on appeal, we need not disturb the court’s judgment on this ground. 2 . Because we conclude that the court properly voided the transfer from the trust to Richard as a result of Richard’s breach of the duty of loyalty, we need not address whether the transaction was supported by adequate consideration. However, if we were to reach that issue, we would find that the forgiveness of the debt owed to Richard in addition to the $12,000.00 given to the trust for each beneficiary constituted adequate consideration, and the trial court erred by concluding otherwise. See Smith-Douglas, Div. of Borden Chem., Borden, Inc. v. Kornegay, 70 N.C. App. 264, 268, 318 S.E.2d 896, 896 (1984) (<HOLDING>). 3 . Because we conclude that the subsequent Options: A. recognizing debt cancellation as consideration B. holding that satisfaction of preexisting debt of corporate affiliate was sufficient to support jury finding of fair consideration for the transfer of valid security interest C. holding transfer of legal title to property as a capital contribution to llc was in exchange for valuable consideration and constituted a sale of the property D. holding that plaintiffs may have a property interest in real property E. recognizing satisfaction of a valid debt as adequate consideration in a transfer of real property

assistant: The best answer is E. recognizing satisfaction of a valid debt as adequate consideration in a transfer of real 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 case excerpt and choose the best holding from the options. Case excerpt: and defensive use of the ECOA in this case is therefore impermissible. Although the ECOA allows courts to grant equitable and declaratory relief, courts interpreting that provision have concluded that the language does not grant courts the power to invalidate underlying obligations. See Silverman v. Eastrich Multiple Investor Fund, L.P., 857 F.Supp. 447, 453 (E.D.Pa.1994) (“ECOA’s statutory scheme does not contemplate the invalidation of a guaranty as a remedy for an ECOA violation ... ”); Riggs Nat’l Bank of Washington, D.C. v. Webster, 832 F.Supp. 147, 151 & n. 5 (D.Md.1993) (finding that statute of limitations applies and rejecting argument that claim is in the nature of a recoupment defense); Riggs Nat’l Bank of Washington, D.C. v. Linch, 829 F.Supp. 163, 169 (E.D.Va. 1993) (<HOLDING>), aff'd, 36 F.3d 370 (4th Cir.1994); CMF Options: A. holding that an ecoa violation is not properly asserted as an affirmative defense to liability and should instead take the form of a compulsory counterclaim B. holding even though an affirmative action for damages is barred the debtor may assert an ecoa violation defensively in the nature of recoupment C. holding the recoupment doctrine could allow a spouse to assert an ecoa affirmative defense against a creditor even after the statute of limitations had run D. holding that ecoa violation cannot be asserted as affirmative defense E. holding defendant was entitled to assert an ecoa violation as an affirmative defense to avoid only her liability because to do otherwise would be to enforce conduct that is forbidden by the ecoa

assistant: The best answer is D. holding that ecoa violation cannot be asserted as affirmative defense
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: converted to a cash equivalent in the same way as regular wages or the reasonable value of lodging. Id. at 630, 103 S.Ct at 2048-49, 76 L.Ed.2d at 199. The Court also noted that the legislative history indicated that Congress did not intend to include these types of fringe benefits when calculating the rate of compensation benefits. Id. at 632, 103 S.Ct. at 2050, 76 L.Ed.2d at 201. The majority trend is to treat an employer’s matching contribution to a 401k plan as a welfare benefit that falls under the category of “fringe benefits,” and thus is not included in the calculation of weekly benefits for workers’ compensation purposes. 8 Arthur Larson et. al., Larson’s Workers’ Compensation Law § 93.01[2][b], at 93-20 (rev. ed.2015); cf. City of Lamar v. Koehn, 9 .E.2d 449, 463 (2008) (<HOLDING>); Clopton v. City of Muskogee, 147 P.3d 282, Options: A. holding that an employees claim for breach of a letter agreement was preempted by erisa where the agreement did not specify the amount or other terms of the employees retirement benefits and the court would have to refer to the employers erisagoverned retirement plan to determine the employees retirement benefits and calculate the damages claimed B. holding that an employers policy requiring female employees to make larger pension fund contributions than male employees was discriminatory on its face in violation of title vii C. holding that weekly wages are calculated using a claimants pretax pay and therefore it was not unjust for the collective bargaining agreement to exclude employer payments to an employees pension plan from the definition of wage D. holding that an employers contributions to an employees retirement account are not included in the calculation of a weekly wage for workers compensation purposes E. holding that twoyear period for requesting hearing after employers controversion only applies to employees written claim for workers compensation benefits

assistant: The best answer is D. holding that an employers contributions to an employees retirement account are not included in the calculation of a weekly wage for workers compensation purposes
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 Commissioner's decision offers extensive reasoning as to why CVMC’s CON application does not demonstrate that the proposed service is needed within the meaning of Reg. H-99-3 § 6(A)(4). For instance, immediately following the “absolutely necessary” language, the decision lists nine examples that demonstrate the Hospital’s infrastructure is operating well. Taken in its entirety, the Commissioner’s decision highlights significant evidence that many of the project’s infrastructure enhancements are not needed, despite the age of the facility. It is within the Commissioner’s discretion to determine how she should interpret “need,” absent any express direction by the Legislature or any compelling indication of error. Cf. In re AssureCare of Vt., Inc., 165 Vt. at 539, 686 A.2d at 962 (<HOLDING>). ¶ 12. CVMC’s use of prior CON application Options: A. holding that when congress has implicitly delegated legislative authority to an agency a court may not substitute its own construction of a statutory provision for a reasonable interpretation made by the administrator of an agency B. holding court of common pleas lacked subject matter jurisdiction to grant injunction against agency with statewide authority C. holding that agency did not create new criterion but within its statutory authority merely explained existing criterion where agency rejected con based on applicants lack of demonstrated ability to operate statewide hmo D. holding that a party who had demonstrated an injury sufficient to confer standing to appeal from an agency decision could raise any relevant question of law in respect of the order of the agency E. holding that the power of any administrative agency to reconsider its final decision exists only where the statutory provisions creating the agency indicate a legislative intent to permit the agency to carry into effect such power

assistant: The best answer is C. holding that agency did not create new criterion but within its statutory authority merely explained existing criterion where agency rejected con based on applicants lack of demonstrated ability to operate statewide hmo