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: 13-40856, 2014 WL 2624911, at *8 (Bankr.E.D.Tex. June 12, 2014). This is true even under the “heightened culpability standard for defalcation” announced by the Supreme Court in Bullock, because intentional self-dealing “clearly meets the [.Bullock ] definition [of defalcation].” Id. at *8-9. The Court construes all relevant facts in Whittington’s favor (as the Court must at summary judgment), but nonetheless, any reasonable fact-finder would have to find that he met the “culpable state of mind requirement” in light of his “gross recklessness in respect to the improper nature of the relevant fiduciary behavior.” Bullock, 133 S.Ct. at 1759. He “ ‘consciously disregarded]’ (or [was] ... willfully blind to) ‘a substantial an V-A-H-12-819, 2012 WL 4339286, at *2-3 (S.D.Tex. Aug. 31, 2012) (<HOLDING>), adopted by No. CIV-A-H-7-12-819, 2012 WL Options: A. holding that under texas law limited partner could not bring breach of fiduciary duty claims without the partnership because the partners claims would be indirect and duplicative of the partnerships claims B. holding that several claims including one for breach of fiduciary duty against a volunteer school board member were timely without addressing the merits of the claims C. holding that because negligence and breach of fiduciary duty claims are covered by the martin act these claims must be dismissed D. holding only a party to the partnership agreement can breach it and be liable for a breach of fiduciary duty relating to partnership obligations E. holding that minority partners claim against the majority partner for breach of fiduciary duty was not barred under the gist of the action doctrine because pennsylvania law imposes a fiduciary duty that is separate and distinct from the particular contractual obligations contained in the joint venture agreement

assistant: The best answer is A. holding that under texas law limited partner could not bring breach of fiduciary duty claims without the partnership because the partners claims would be indirect and duplicative of the partnerships claims
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: An Eligible Employee designated as a Participant pursuant to Section 2.1 shall become a Participant as of the date determined by the Company. An Outside Director shall become a Participant as of the date he or she is elected a director of the Board. The date that an Eligible Employee or Outside Director is eligible to participate in the Plan shall be known as the Participation Date. The Company will provide the Participant with notice of the Participant’s Participation Date and the forms needed to make an election pursuant to Section 3.2 as soon as reasonably practicable after the Company is informed of a Participant’s Participation Date.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: reasonably be expected to cause a reasonable man to take serious offense. Id. “The elements to be proven are publicity, given to private facts, which would be highly offensive to a reasonable person and which are not of legitimate concern to the public.” Id. ¶ 16 This cause of action must fail. Importantly, this is a matter of legitimate concern to the general public. The remarks in question were only made after it was announced that the Philadelphia School District had a deficit of $150 million. It cannot be gainsaid that the general public has an interest in and a right to know about their public school system. Accordingly, the court correctly granted summary judgment on the false light cause of action. See Neish v. Beaver Newspapers, Inc., 398 Pa.Super. 588, 581 A.2d 619 (1990) (<HOLDING>). ¶ 17 The Rushes argue that, even though the Options: A. holding that several articles critical of a borough solicitors performance as solicitor did not support a cause of action under false light invasion of privacy as the publications although containing statements which might be viewed as annoying or embarrassing were not highly offensive to a reasonable person B. holding that an attorney who made false representations to a court did not violate okla rpc 33 because that rule addresses professional misconduct as an advocate for making false statements to a tribunal not false statements by a lawyer as a witness C. holding that new york law has no common law right of privacy embracmg such claims as false light as any such privacy right is purely statutory D. holding as a matter of law that the plaintiff could not recover for libel to his person for the reason that the articles referred to no person who could possibly be identified as him E. recognizing falselight invasion of privacy

assistant: The best answer is A. holding that several articles critical of a borough solicitors performance as solicitor did not support a cause of action under false light invasion of privacy as the publications although containing statements which might be viewed as annoying or embarrassing were not highly offensive to a reasonable person
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 is duly formed, validly existing and in good standing under the Laws of the State of Connecticut and has all requisite limited liability company power and authority to conduct its business as it is now being conducted and to own, lease and operate its properties and assets. The Company is qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect. True and complete copies of the organizational and governing documents of the Company as presently in effect have been heretofore made available to the Buyer. The Company is not in violation of any term or provision of its organizational or governing documents. The Company does not have, and has never had, any subsidiaries.

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 case excerpt and choose the best holding from the options. Case excerpt: could only be for gain from the sale of those assets which were “not administered” by the trustee before the bankruptcy case was closed. To determine whether each asset sale — the livestock sale, the grain sale and the machinery sale — was conducted as part of the administration of the estate or occurred after the assets were abandoned to the debtor requires an examination of the interests that the trustee retained in each of the assets sold. The livestock sale was conducted before the trustee conducted the first meeting of creditors and before the trustee filed the Report. Abandonment did not occur under Section 554(c) until the case was closed on March 24, 1992. Exhibit G. Even though the property was not abandoned pursuant to Section 554, the trustee and the United (9th Cir.1987) (<HOLDING>); First Nat’l Bank of Maryland v. United States Options: A. holding that the automatic stay terminates as to the debtor personally and as to his nonestate property but that the stay persists as to property of the bankruptcy estate B. holding that the bankruptcy court relinquishes jurisdiction over estate property when it grants relief from the automatic stay C. holding that bankruptcy court order that a stay applied to a particular party was a final order and noting that bankruptcy court orders lifting or denying relief from an automatic stay are final for purposes of appeal D. holding that if property is not part of the individuals estate at the time he files a bankruptcy petition no automatic stay provision applies to the property E. holding secured creditors refusal to turn over property of debtors estate to debtor upon demand constituted an exercise of control over such property in violation of automatic stay

assistant: The best answer is B. holding that the bankruptcy court relinquishes jurisdiction over estate property when it grants relief from the automatic stay
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: Congress intended by adding the mandatory language combined with the 'exceptional circumstances' standard for reopening under [the amended statute], while leaving intact the permissive language and less stringent 'reasonable cause' standard for avoiding in absentia deportation under § 1252(b)”); Iris Gomez, The Consequences of Nonappearance: Interpreting New Section 242B of the Immigration and Nationality Act, 30 San Diego L. Rev. 75, 150 (1993) ("In the context of a deportation hearing under [the Act], both 'reasonable cause’ and ‘exceptional circumstances' excuse nonappearance at a hearing”). 6 . Such evidence should be presented to the IJ prior to the entrance of the order so that the IJ is given the opportunity to refrain from proceeding in absentia. Typically evidence of this nat Options: A. holding that the ijs failure to inform alien that he is eligible for relief from deportation constitutes due process violation where alien establishes prejudice B. holding that the ijs failure to inform alien that he was eligible for relief from deportation constitutes a due process violation if alien establishes prejudice C. holding that alien demonstrated deportation proceedings were fundamentally unfair when alien was deprived effective assistance of counsel D. recognizing burden is on alien when alien is removable E. holding that reasonable cause did not justify reopening deportation proceedings when the alien appeared thirty minutes late for the hearing because the alien and his attorney crossed signals about where to meet

assistant: The best answer is E. holding that reasonable cause did not justify reopening deportation proceedings when the alien appeared thirty minutes late for the hearing because the alien and his attorney crossed signals about where to meet
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: course of business. Lumbermens next argues that Ma-tush was not qualified to attest to the data entered into the database because he did not input each piece of data that underlies the summaries. However, there is no dispute that Matush, as a Republic Western claims manager, was qualified to testify about the business practices and procedures for inputting the underlying data. It is not necessary for each individual who entered a record of payment into the database to testify as to the accuracy of each piece of data entered. See United States v. Smith, 609 F.2d 1294, 1302 (9th Cir.1979) (“The witness must only be in a position to attest to [the evidence’s] authenticity”) (citation and internal quotations omitted); see also Thanongsinh v. Bd. of Educ., 462 F.3d 762, 777 (7th Cir.2006) (<HOLDING>); Weinstein’s Federal Evidence § 803.08[4] Options: A. holding that the qualified witness need only be familiar with the companys recordkeeping practices B. holding that trial court did not abuse its discretion by determining expert witness was qualified to testify C. holding that the trial courts admonition of a witness even though detailed and strongly stated did not coerce the witness because the court did not threaten or badger the witness and the court provided the witness with her own counsel to ensure that the decision was voluntary D. holding that the defendants due process rights were violated when the trial judge singled out the only defense witness and indicated to that witness that he expected the witness to he and would personally ensure that the witness was prosecuted for perjury and thereby effectively drove that witness off the stand E. holding that promises made by the prosecution to a witness in exchange for that witness testimony relate directly to the credibility of the witness

assistant: The best answer is A. holding that the qualified witness need only be familiar with the companys recordkeeping practices
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of the Transaction Documents to which such Transferor is a party constitutes the legal, valid and binding obligation of such Transferor enforceable against such Transferor in accordance with its respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

assistant: Binding Effects
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 a judgment based on wrongdoing wholly unrelated to the creation and disposition of funds into an ERISA account. The fraud occurred separately from and independently of the employee’s ERISA interests, and there was no attempt to abuse the Federal shield of ERISA assets in order to violate State fraud laws. Here, however, the very creation and enhancement of the trust is alleged to have been in defraud [sic] of creditors. Consumer Marketing, 71 N.Y.2d at 454, 527 N.Y.S.2d 185, 522 N.E.2d 30 (emphasis added). Thus it would appear that the ERISA antialienation provision — and, by logical extension, § 9 — is to be broadly construed by New York courts: Even in cases of outright theft, the protection from alien ation remains intact. Compare Guidry, 493 U.S. at 376, 110 S.Ct. 680 (<HOLDING>). Alienation is permitted, Consumer Marketing Options: A. holding that obligation to pay pension benefits gave rise to a constructive trust relationship and obligation was not discharged in bankruptcy B. holding that the mvra overrides erisas antialienation provision C. holding that a proper waiver of interest by a nonpartieipant in a plan is not preempted by erisas antialienation provisions D. holding that erisas antialienation statute precluded imposition of a constructive trust on pension benefits owed to an individual convicted of embezzlement E. holding that the statute of limitations cannot bar appellants claim that a constructive trust should be imposed because a constructive trust is an equitable remedy and therefore not subject to the statute

assistant: The best answer is D. holding that erisas antialienation statute precluded imposition of a constructive trust on pension benefits owed to an individual convicted of embezzlement
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: at 134; Nelson, 215 Kan. at 634, 527 P.2d at 1062; DeVore, 207 Kan. at 503, 485 P.2d at 1017; Atchison County Auction, 10 Kan.App.2d at 389, 699 P.2d at 1038. All of the Kansas cases holding an auctioneer liable for conversion despite its good faith and lack of knowledge have dealt with sales in violation of perfected security interests. But because the Kansas cases make the commission merchant liable because it stands in the principal’s shoes, and not based upon any perception of duty of inquiry or action by anyone, we can discern no basis to distinguish between the liability of an auctioneer based on the debtor’s violation of a perfected security interest and the violation of an unperfected security interest. See United States v. Friend’s Stockyard, Inc., 600 F.2d 9 (4th Cir.1979) (<HOLDING>); Commercial Bank v. Hales, 281 Ark. 439, 665 Options: A. holding a principal liable for its sales agents misrepresentations B. holding an auctioneer liable for conversion when sales violated an unperfected security interest C. holding that a buyer who purchases goods subject to an express warranty that the goods are free from all liens takes free of any unperfected security interest D. holding defendants personally liable for alleged conversion even when acting in corporate capacity E. holding that the trustee could not avoid a security interest under section 549 when that security interest was authorized by the bankruptcy court

assistant: The best answer is B. holding an auctioneer liable for conversion when sales violated an unperfected security interest
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: I agree that following the Effective Date, I will provide reasonable assistance to and cooperate with the Company and its affiliates as to any claims, controversies, disputes, or complaints of which I have knowledge or that may relate to me or my employment or other relationships with Company or its affiliates. Such cooperation includes but is not limited to providing the Company and its affiliates with all information known to me related to the foregoing, meeting with counsel, and appearing and giving testimony in any forum. Company will reimburse me for any reasonable out-of-pocket expenses incurred by me in providing assistance under this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 3-4) (Page ID #1382-83); R. 69-11 (Nelson Aff., Exh. at 1-5) (Page ID #1762-66). For example, from December 11, 2014 through May 18, 2015, 898 individuals were erroneously assigned to ESO Medicaid. R. 58-3 (Roderick Aff. at 3-4) (Page ID #1382-83). From May 19, 2015 to August 14, 2015, 246 individuals were erroneously assigned to ESO. R. 69-2 (Suppl. Roderick Aff. at 3) (Page ID #1679). Given the evidence on the record, we cannot say that it is “absolutely clear the allegedly wrongful behavior could not reasonably be expected to recur.” Laidlaw, 528 U.S. at 190, 120 S.Ct. 693. Although DHHS has apparently undertaken significant efforts to remedy this problem, the effect of these fixes on the prospect of future violations is a factual dispute that remains open. Id. at 193, 120 S.Ct. 693 (<HOLDING>). The district court erred in concluding that Options: A. holding that district court appropriately dismissed suit for lack of subject matter jurisdiction when the case was moot B. holding a case was not moot where the effect of defendants substantial compliance and the facility closure on the prospect of future violations is a disputed factual matter C. holding plaintiffs appeal of the denial of a preliminary injunction moot where defendants directive no longer in effect D. holding that although the 1972 election had long since passed the case was not moot because the statute under review would apply to other candidates in the future E. holding expired child abuse protective order not moot because of possible effect on future custody determinations

assistant: The best answer is B. holding a case was not moot where the effect of defendants substantial compliance and the facility closure on the prospect of future violations is a disputed factual matter
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 court assumes without deciding that plaintiffs possess a limited constitutional right to privacy in medical treatment. See Pearson v. Callahan, 555 U.S. 223, 241, 129 S.Ct. 808, 172 L.Ed.2d 565 (2009) (federal court should not pass on questions of constitutionality unless such adjudication is unavoidable); accord NASA v. Nelson, — U.S. -, 131 S.Ct. 746, 756-57, 178 L.Ed.2d 667 (2011) (assuming without deciding that inquiries in a government agency’s official background investigation “implicate a privacy interest of constitutional significance”). In doing so, the court acknowledges that some federal circuit courts have recognized that an inmate has a limited constitutional right to medical privacy. See Moore v. Prevo, 379 Fed.Appx. 425, 428 (6th Cir.2010) (unpublished) (<HOLDING>); Doe v. Delie, 257 F.3d 309, 316-17, 323 (3d Options: A. recognizing privacy interest in medical records requested under freedom of information act B. holding that regulations may impinge constitutional rights if the regulation is reasonably related to legitimate penological interests C. holding that individual has privacy interest in medical information including diagnosis D. holding that when a prison regulation impinges on inmates constitutional rights the regulation is valid if it is reasonably related to legitimate penological interests E. holding that an inmate has a privacy interest in guarding against disclosure of sensitive medical information from other inmates subject to legitimate penological interests

assistant: The best answer is E. holding that an inmate has a privacy interest in guarding against disclosure of sensitive medical information from other inmates subject to legitimate penological interests
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The rights and obligations of Company under this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, heirs (in the case of Executive) and assigns. No rights or obligations of Company under this Agreement may be assigned or transferred by Company, except that such rights or obligations may be assigned or transferred pursuant to a merger, consolidation or other combination, reconstruction or amalgamation or a sale or liquidation of all or substantially all of the business and assets of Company. Executive may not assign his or her rights and obligations under this Agreement other than his or her rights to compensation and benefits, which may be transferred only by will or operation of law.

assistant: Assignments
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: to the extent permitted under law ( and unless linkedin has entered into a separate written agreement that overrides this contract ) , linkedin and its affiliates ( and those that linkedin works with to provide the services ) shall not be liable to you or others for any indirect , incidental , special , consequential or punitive damages , or any loss of data , opportunities , reputation , profits or revenues , related to the services ( e.g. offensive or defamatory statements , down time or loss , use of , or changes to , your information or content ) .

assistant: Limitation of liability
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 child is appropriate. If deemed appropriate, the local law enforcement agency, or the child welfare department, shall cause the child to un dergo a physical examination performed by a medical practitioner who has specialized training in detecting and treating child abuse injuries and neglect, and, whenever possible, shall ensure that this examination take place within 72 hours of the time the child was taken into protective custody. Whether § 324.5 authorizes the County’s medical examinations has not been squarely addressed by previous courts. In Wallis, the Ninth Circuit suggested that “there is no apparent conflict between the requirements of this opinion and the statute in question.” 202 F.3d at 1141 fn. 12 (citing Tenenbaum v. Williams, 907 F.Supp. 606 (E.D.N.Y.1995) (<HOLDING>), aff'd in part and vacated in part, 193 F.3d Options: A. recognizing that the essential requisites of procedural due process are notice and meaningful opportunity to be heard B. holding that procedural due process requires adequate notice and a meaningful opportunity to be heard C. holding that a predeprivation opportunity to be heard satisfies the due process clause D. holding basic elements of due process are notice and a right to be heard E. holding that a new york statute authorizing local officials to give consent for medical services for a child in protective custody did not affect the courts conclusion that nonetheless due process required those officials to obtain judicial authorization for a purely investigatory examination issued after notice and an opportunity to be heard had been furnished to the parents 202 f3d at 1141 fn 12

assistant: The best answer is E. holding that a new york statute authorizing local officials to give consent for medical services for a child in protective custody did not affect the courts conclusion that nonetheless due process required those officials to obtain judicial authorization for a purely investigatory examination issued after notice and an opportunity to be heard had been furnished to the parents 202 f3d at 1141 fn 12
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All notices under this Agreement shall be in writing and shall be deemed effective when delivered in person (in the Company’s case, to the BOD or Secretary) or forty eight (48) hours after deposit thereof in the U.S. mail, postage prepaid, addressed to Executive, at last known address as carried in the records of the Company, or to the Company, at the corporate headquarters, to the attention of the Secretary, or to such other address as the party to be notified may specify by notice to the other party.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: and specifically the suppliers of transportation services. GET also argues that tour operators are also not dence of a warranty did not appear in the brochure for Ramage’s 1995 tour; it appeared only in the 1996 brochure. GET contends that as a matter of law the “Responsibility” disclaimer explicitly states that it was not guaranteeing the safety of tour participants while they were in the hands of third-party tour operators. Fourth, GET argues that as a matter of law it was not negligent in selecting a ground operator for the tour. The scope of the duty of tour operators in selecting independent operators is broad and only compels a general inquiry by the tour operator into the safety of the independent operator. Wilson v. American Trans Air, Inc., 874 F.2d 386 (7th Cir.1989) (<HOLDING>). In the instant ease, GET had no reason to Options: A. holding that a tour operator had no duty to make specific inquiries into guest safety or security at the hotel where it already completed a general inspection and relied on the hotels good reputation B. recognizing duty of innkeeper to guest C. holding that a hotel security guard was not liable under 1983 merely because he called police and brought the police to the plaintiffs hotel room D. holding that search of hotel room without a search warrant and without consent of absent guest was unlawful even though hotel clerk had consented to search E. holding that a hotel guest has a legitimate expectation of privacy in his room during the period of time for which the room is rented

assistant: The best answer is A. holding that a tour operator had no duty to make specific inquiries into guest safety or security at the hotel where it already completed a general inspection and relied on the hotels good reputation
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: law for a defendant who was under the age of 18 years at the time of the offense, was sentenced to life imprisonment without parole prior to the effective date of this act, and for whom a resentencing hearing has been ordered.” For that reason, since Defendant is entitled to be resentenced by virtue of Miller and since Defendant was convicted of first degree murder solely on the basis of the felony-murder rule, he must be resentenced to life imprisonment with parole in accordance with N.C. Gen. Stat. § 15A-1340.19B(a). As a result, the trial court’s sentence should be vacated and this case should be remanded to the Wake County Superior Court for the entry of a judgment sentencing Defendant to life imprisonment with parole. State v. Lovette,_N.C. App._,_, 737 S.E.2d 432, 441-42 (2013) (<HOLDING>). in. Conclusion Thus, for the reasons set Options: A. holding that prejudice was obvious where counsels failure to seek acquittal on greater offenses caused defendant to be sentenced to mandatory life imprisonment without possibility of parole B. holding that a defendant impermissibly sentenced to life imprisonment without the possibility of parole in violation of miller should be awarded a new sentencing hearing to be conducted in accordance with the provisions of nc gen stat 15a134019b C. holding that because minor defendant was mandatorily sentenced to life imprisonment without parole and because his case was still pending on direct appeal when miller was released the minor defendant was entitled to a new sentencing hearing D. holding that a sentence of life in prison with the possibility of parole as applied to a threetime offender is constitutional E. recognizing that before the case was submitted to the jury the trial court charged the jury that if it were unable to reach a unanimous recommendation the court would impose a sentence of life imprisonment without the possibility of parole

assistant: The best answer is B. holding that a defendant impermissibly sentenced to life imprisonment without the possibility of parole in violation of miller should be awarded a new sentencing hearing to be conducted in accordance with the provisions of nc gen stat 15a134019b
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 shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to contracts made and performed wholly within the State of Delaware, without giving effect to the conflict of laws provisions thereof. EACH PARTICIPANT WHO ACCEPTS AN AWARD IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION OR OTHER PROCEEDING INSTITUTED BY OR AGAINST SUCH PARTICIPANT IN RESPECT OF THE PARTICIPANT’S RIGHTS OR OBLIGATIONS HEREUNDER.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: no matter how meager or unlikely. Manuel v. State, 667 So.2d 590, 593 (Miss.1995). A lesser-included-offense instruction should be granted where there is an evidentiary basis in the record for it. Lee v. State, 469 So.2d 1225, 1230 (Miss.1985). “[T]he evidence in a particular case generally warrants granting a lesser offense instruction if a ‘rational’ or a ‘reasonable’ jury could find the defendant not guilty of the principal offense charged in the indictment yet guilty of the lesser included offense.” Monroe v. State, 515 So.2d 860, 863 (Miss.1987). Common sense dictates that if someone resists too strongly it becomes an assault, and therefore, resisting arrest is clearly a lesser-included-offense of simple assault on an officer. Murrell v. State, 655 So.2d 881, 886 (Miss.1995) (<HOLDING>). ¶ 5. Officer Gray testified that there was a Options: A. holding that force exerted against an officer after an arrest is complete cannot be used as the basis for prosecuting one for resisting arrest B. holding that resisting arrest is lesser offense of assault on an officer C. holding that merger did not apply because sexual assault was not a lesser included offense of seconddegree kidnapping involving sexual assault D. holding avoiding arrest is not the same as resisting arrest E. holding simple assault is a lesser included offense of recklessly endangering another person

assistant: The best answer is B. holding that resisting arrest is lesser offense of assault on an officer
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: During the Employment Period, the Company shall pay to the Executive an annual base salary (the “Base Salary” ), which initially shall be at the rate per year as set forth in Schedule 1 . The Base Salary shall be payable semi-monthly or in such other installments as shall be consistent with the Company’s payroll procedures. The Base Salary may be increased at any time or from time to time, but it may not be decreased without the consent of the Executive.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Other than as required in the ordinary course of Executive’s employment by the Company or its subsidiaries, and except as specifically authorized by the Company’s Board of Directors or Executive’s direct supervisor, Executive shall not at any time make use of or disclose, directly or indirectly, any (i) trade secret or other confidential or secret information of the Company or of any of its subsidiaries or (ii) other technical, business, proprietary or financial information of the Company or of any of its subsidiaries not available to the public generally or to Competitors (“ Confidential Information ”), except to the extent that such Confidential Information (a) becomes a matter of public record or is published in a newspaper, magazine or other periodical or on electronic or other media available to the general public, other than as a result of any act or omission by Executive or (b) is required to be disclosed by any law, regulation or order of any court or regulatory commission, department or agency, provided that Executive gives prompt notice of such requirement to the Company to enable the Company to seek an appropriate protective order. Promptly following the termination of Executive’s employment or service with the Company or any of its subsidiaries, Executive shall surrender to the Company all records, memoranda, notes, plans, reports, computer tapes and software and other documents and data which constitute Confidential Information which Executive may then possess or have under his/her control (together with all copies thereof).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: § 502(b)(7) limited Beck’s claim arising from Johnson’s alleged breach of his personal guaranty. The court held that § 502(b)(7) did not apply “because the terminated employment relationship did not run between Johnson and Beck, and Johnson hence was not directly entitled to the protection of the statute.” Id. at 470. In reaching its conclusion, the court examined the nature of personal guaranties, and concluded that, as guarantor, Johnson would be hable for the full amount due under the contract notwithstanding any limitation on its allow-ability in the corporation’s case. See id. at 470-71. The court therefore held that § 502(b)(7) does not limit the claim of an employee against the guarantor of an employment contract. See also In re Danrik, Ltd., 92 B.R. 964, 972 (Bankr.N.D.Ga.1988) (<HOLDING>); Kopolow v. P.M. Holding Corp. (In re Modern Options: A. holding that comparable provision 502b6 does not literally apply to limit claims of landlord against guarantordebt or and that equities weigh against limiting claim B. holding that 502b6 does limit the claim of landlord against guarantordebtor C. holding that the rule does not apply to bar tort claims against service providers D. holding that the gtla does not apply to contract claims against governmental entities E. holding that the fraud claims against the defendant should not have been dismissed as the complaint provided him with fair notice of the claims made against her

assistant: The best answer is A. holding that comparable provision 502b6 does not literally apply to limit claims of landlord against guarantordebt or and that equities weigh against limiting claim
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: In re Terminal Moving & Storage Co., 631 F.2d 547, 551 (8th Cir.1980) (era banc) (“The fact that the benefit of this agreement accrued to ... the sole stockholder of [the corporation] and not the corporation does not detract from the fact that the secured party gave value for the security interest. Since consideration sufficient to support a simple contract was present, value was given and the security interest attached.”); Pittsburgh Tube Co. v. Tri-Bend, Inc., 185 Mich.App. 581, 463 N.W.2d 161, 164 (Mich.App.1990) (“By its plain language, UCC 9-203(1) does not require that debtor receive anything in order for the security agreement to attach; it only requires that the secured party give value.”); Owen v. Vibrosearch Exploration, Inc., 694 S.W.2d 421, 424 (Tex.Ct.App.-Hous.1985) (<HOLDING>). Judge Van Antwerpen’s opinion in Adelvision, Options: A. holding that a preexisting or antecedent debt may constitute sufficient consideration to support a mortgage B. recognizing satisfaction of a valid debt as adequate consideration in a transfer of real property C. 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 D. holding that plaintiffs forbearance from suit against subsidiary was sufficient consideration to support defendants guaranty of defendants subsidiarys preexisting debt E. holding that under virginia law a banks security interest which secured a loan made to refinance preexisting debt was a nonpossessory nonpurchasemoney security interest

assistant: The best answer is C. 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
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: (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York County, and any appellate court from any thereof (collectively, “ New York Courts ”), in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents in the courts of any jurisdiction, except that each of the Loan Parties agrees that (i) it will not bring any such action or proceeding in any court other than New York Courts (it being acknowledged and agreed by the parties hereto that any other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding have contacts with the State of New York than any other jurisdiction), and (ii) in any such action or proceeding brought against any Loan Party in any other court, it will not assert any cross-claim, counterclaim or setoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts.

assistant: Jurisdictions
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 acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of Sections 7, 8 or 9(a) (each a “Covenant” and together the “Covenants”) would be inadequate and the Company would suffer irreparable damages as a result of such breach or threatened breach. In recognition of this fact, Executive agrees that, in the event of a breach of any of the Covenants, in addition to any remedies at law, the Company, without posting any bond, shall be entitled to cease making any payments or providing any benefit otherwise required by this Agreement and, in the case of either a breach or a threatened breach of any of the Covenants, and without waiving its right to arbitration as provided in Section 15(f), seek equitable relief before a court of competent jurisdiction, in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy that may then be available. Company acknowledges and agrees that the Executive’s remedies at law for a breach or threatened breach of Section 9(b) would be inadequate and Executive would suffer irreparable damages as a result of such breach or threatened breach. Accordingly, Company agrees that Executive shall be entitled to, without waiving her right to arbitration as provided in Section 15(f) and in addition to any legal remedies available, seek equitable relief before a court of competent jurisdiction, in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy that may then be available without posting bond or proving actual damages.

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 case excerpt and choose the best holding from the options. Case excerpt: the issue. However, since a statute is to be construed as a whole in interpreting its various provisions, State v. Brown, 272 Kan. 843, 847, 35 P.3d 910 (2001), the Guidelines do offer assistance in determining whether tuition reimbursements should be included in income. Under the imputed income section of the Guidelines, income may be imputed to a noncustodial parent when “a parent receives significant in kind payments that reduce personal living expenses as a result of employment, such as a company car, free housing, or reimbursed meals.” (Emphasis added.) § II E (2003 Kan. Ct. R. Annot. 101-02). Based upon this language, reimbursements from an employer should only be included as income if they reduce a person s living expenses. Tuition reimbursements do not reduce a pers App. 2003) (<HOLDING>). However, a controversy arises when a loan or Options: A. holding the same B. holding that for res judicata purposes the cause of action is the same when substantially the same evidence would support a recovery in both actions C. holding that a tuition waiver is not the same as income for child support purposes D. holding an unborn child is not a child for purposes of criminal prosecution of mistreatment of a child E. holding trial court did not err in declining to apply the childrens private school tuition in child support calculations

assistant: The best answer is C. holding that a tuition waiver is not the same as income for child support 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: tenants, and brokers verified that the increased proximity decreased the building’s market value. Further, contrary to the court of appeals’ conclusion, there is evidence that other landowners in the area did not suffer the same injuries. The land north of INP was vacant, and the properties south of INP endured only minor changes. Additionally, there is no evidence that the frontage road’s relocation impaired the perceived safety of any buildings on those properties or placed them in violation of city ordinances or deed restrictions. And, in any event, even if the condemnation did affect some neighboring landowners similarly, “injury to several landowners on the same street is not community injury simply because they all suffer alike.” Schmidt, 867 S.W.2d at 781. In sum, .1965) (<HOLDING>). The court of appeals agreed with the State Options: A. recognizing no right to damages if landowner retains reasonable access to property after a condemnation B. holding that where by virtue of state action access is limited but remains reasonable there is no such denial of access as entitles the landowner to compensation C. holding that landowner was entitled to compensation because the condemnation destroyed all reasonable access to remainder property D. holding that in condemnation proceedings the landowner has the burden of establishing the value of the property E. recognizing when a lease terminates upon condemnation tenant is entitled to no compensation for loss of leasehold interest

assistant: The best answer is C. holding that landowner was entitled to compensation because the condemnation destroyed all reasonable access to remainder property