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: case is proper under 28 U.S.C. § 1367, which states: Except as provided in subsections (b) and (c) or as expressly provided otherwise by Federal statute, in any civil action of which the district courts have original jurisdiction, the district courts shall have supplemental jurisdiction over all other claims that are so related to claims in the action within such original jurisdiction that they form part of the same case or controversy under Article III of the United States Constitution. Such supplemental jurisdiction shall include claims that involve the joinder or intervention of additional parties such facts are not properly before this Court. (Emphasis added) (Dkt. No. 140 at ¶ 8.) See also World Trade Center Properties, L.L.C. v. Hartford Fire Ins. Co., 345 F.3d 154 (2d Cir.2003) (<HOLDING>). The determination of whether supplemental Options: A. holding insurers right to subrogation arises only upon the insurers showing that the sum of the insureds recovery from the insurer and from persons legally responsible for the injury exceeds the insureds loss B. holding that because there was complete diversity when the action commenced diversity jurisdiction was not defeated by the addition of a nondiverse plaintiff which was not indispensable C. holding that insurers failure to deny existence of insurance coverage under policy at issue was to admit that coverage existed D. holding that where complete diversity existed between plaintiff insurer and all of the defendants in declara tory judgment action regarding insurance coverage for destruction of office towers during the september 11th terrorist attack supplemental jurisdiction provided jurisdiction over insureds counterclaims against other insurers even though some of those insurers possibly were nondiverse E. holding that the language of 9133 applies only to insurers and not to the insurers employees

assistant: The best answer is D. holding that where complete diversity existed between plaintiff insurer and all of the defendants in declara tory judgment action regarding insurance coverage for destruction of office towers during the september 11th terrorist attack supplemental jurisdiction provided jurisdiction over insureds counterclaims against other insurers even though some of those insurers possibly were nondiverse
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 LEASE WAS NEGOTIATED IN THE STATE IN WHICH THE PREMISES ARE LOCATED, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY. ACCORDINGLY, IN ALL RESPECTS THIS LEASE (AND ANY AGREEMENT FORMED PURSUANT TO THE TERMS HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE IN WHICH THE PREMISES ARE LOCATED (WITHOUT REGARD OF PRINCIPLES OR CONFLICTS OF LAW) AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

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: 8. The parties recognize and agree that nothing contained in this Agreement shall be construed as granting any property rights, by license or otherwise, to any Confidential Information of the other party disclosed pursuant to this Agreement, or to any invention or any patent, copyright, trademark, or other intellectual property right that has issued or that may issue, based on such Confidential Information.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: petition for review. We will reverse a determination denying eligibility for asylum “only if the evidence presented was so compelling that no reasonable fact finder could fail to find the requisite fear of persecution.” Rusu v. INS, 296 F.3d 316, 325 n. 14 (4th Cir.2002) (internal quotations omitted). Credibility findings are reviewed for substantial evidence. A trier of fact who rejects an applicant’s testimony on credibility grounds must offer specific, cogent reasons for doing so. Figeroa v. INS, 886 F.2d 76, 78 (4th Cir.1989). The immigration judge did so in this case. Therefore, substantial evidence supports the Board’s ruling that Umboh did not sustain the burden of proving himself eligible for asylum. INS v. Elias-Zacarias, 502 U.S. 478, 481, 112 S.Ct. 812, 117 L.Ed.2d 38 (1992) (<HOLDING>). Accordingly, we deny the petition for review. Options: A. holding a determination regarding eligibility for asylum is conclusive if supported by substantial evidence on the record considered as a whole B. holding that a finding of fact is supported by substantial evidence on the record as a whole if it would have been possible for a reasonable jury to reach the boards conclusion C. holding that a factfinders rulings will be upheld if supported by reasonable substantial and probative evidence on the record considered as a whole citation omitted D. holding that trial courts resolution of disputed facts are conclusive on appeal when supported by substantial evidence E. holding that a factfinders rulings will be upheld if supported by reasonable substantial and probative evidence on the record considered as a whole

assistant: The best answer is A. holding a determination regarding eligibility for asylum is conclusive if supported by substantial evidence on the record considered as a whole
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 (which term shall be deemed to include the Exhibits and Schedules hereto and the other certificates, documents and instruments delivered hereunder) and the other Transaction Documents constitute the entire agreement of the Parties and supersede all prior agreements, letters of intent and understandings, both written and oral, among the Parties with respect to the subject matter hereof. There are no other warranties, representations or other agreements between the Parties in connection with the subject matter. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by all Parties.

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: of the company” and breaches that duty. Tovrea Land & Cattle Co. v. Linsenmeyer, 100 Ariz. 107, 122, 412 P.2d 47, 57 (1966). ¶ 15 Here, the relationship between the parties is that of directors and officers of a corporation to its shareholders. The parties do not dispute that a contract created that relationship. But “[i]n Arizona a director of a corporation owes a fiduciary duty to the corporation and its stockholders. This duty is in the nature of a trust relationship requiring a high degree of care on the part of the director.” Atkinson v. Marquart, 112 Ariz. 304, 306, 541 P.2d 556, 558 (1975) (c ntractual duty cannot transform a tort claim into one arising out of contract. See Benjamin v. Gear Roller Hockey Equip., Inc., 198 Ariz. 462, 466, ¶ 23, 11 P.3d 421, 425 (App.2000) (<HOLDING>), abrogated on other grounds by Phelps v. Options: A. holding merely that the evidence was sufficient to support the award of attorneys fees B. holding trial court had no authority to award attorneys fees when arbitrator had stated he would not award attorneys fees C. holding that an award of attorneys fees under supreme court rule 38 precursor to rule 222 did not preempt an award of attorneys fees to which one is otherwise entitled and thus appellant could seek an award of attorneys fees pursuant to section 1577300 which permits an award of fees for a party prevailing in an action against a state agency D. holding that an attorneys fees award is not appealable until the amount of the award is set E. holding a defense based on a contractual waiver and release of liability did not permit the award of attorneys fees in a negligence action

assistant: The best answer is E. holding a defense based on a contractual waiver and release of liability did not permit the award of attorneys fees in a negligence action
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: 18.8 you acknowledge and agree that if skype is unable to provide the software , products and/or skype websites as a result of a force majeure event , skype will not be in breach of any of its obligations towards you under these terms .

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: will initiate criminal prosecution against them and their corporate officers, employees, and agents” should they do so. Complaint at 4. Although Appellants h ppellees have taken an oath to enforce Minnesota law. Moreover, § 211B.15, subd. 2, is not a dormant law; it recently was enforced by a county attorney in another county. See State v. Eiben-steiner, 690 N.W.2d 140 (Minn.Ct.App. 2004) (discussing Mower County Attorney’s prosecution of insurance company and insurance company officers who made corporate contributions to a state political party for the purpose of defeating a candidate for Minnesota governor). Appellants “are thus not without some reason in fearing prosecution” should they make the political expenditures that they propose. Babbitt, 442 U.S. at 302, 99 S.Ct. 2301 (<HOLDING>); see also Butler, 146 F.3d at 560 (holding Options: A. holding that the threat of injury was not speculative because the plaintiffs had been previously charged under the challenged statute B. holding that fear of prosecution was not imaginary or speculative even though the challenged criminal penalty provision had never been applied to plaintiffs proposed conduct where statute on its face proscribed the proposed conduct and where the state has not disavowed any intention of invoking the criminal penalty provision C. holding that the victims negligence is not a defense to criminal conduct D. holding that criminal conduct on premises was not foreseeable E. holding statute that extended statute of limitations for certain criminal sexual conduct could not be applied retroactively to a prosecution commenced after the limitations statute in effect at the time of the alleged offense had expired

assistant: The best answer is B. holding that fear of prosecution was not imaginary or speculative even though the challenged criminal penalty provision had never been applied to plaintiffs proposed conduct where statute on its face proscribed the proposed conduct and where the state has not disavowed any intention of invoking the criminal penalty provision
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: all those who have unadjudicated adoption petitions on file -with the court in the matter, as they are also parties to the judicial proceeding. Therefore, if the juvenile court determines that appellants filed an adoption petition, they must be afforded their due process rights to notice and a hearing. II. Other Issues ¶ 21 Appellants also argue that the juvenile court erred in (1) not disqualifying the GAL for a conflict of interest, and (2) enjoining DCFS from removing the children from the chosen adoptive family to place them with appellants in February 1998. We have considered these issues and conclude they are without merit, regardless of the status of appellants’ adoption petition. Accordingly, we decline to address them further. See State v. Carter, 776 P.2d 886, 888 (Utah 1989) (<HOLDING>); see also id. at 889 (stating “it is a maxim Options: A. holding that this court need not address the merits of an argument raised for the first time on appeal B. holding that an argument raised for the first time in response to defendants motion to dismiss instead of in an amended complaint was not properly raised before the district court and would not be considered on appeal C. holding issue not properly before the appellate court where appellant fails to demonstrate where in the record an issue was raised in the district court D. holding that appellate court will not normally address issue raised for the first time on appeal E. holding that appellate court need not analyze and address in writing each and every argument issue or claim raised and properly before us on appeal

assistant: The best answer is E. holding that appellate court need not analyze and address in writing each and every argument issue or claim raised and properly before us on appeal
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: we may give our rights , or our obligations , under these terms , feature terms , community rules , or our privacy policy to any person or entity at any time with or without your consent .

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: in no event shall oculus be considered the licensor of the third-party content , to have granted any rights to use the third - party content , to have assumed any obligations with respect to the third-party content , or to have made any representations or warranties with respect to the third-party content .

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: Concurrently with the execution and delivery of this Agreement, Pledgor shall deliver to Agent, on behalf of Lender, each original certificate evidencing the Pledged Securities (which certificates shall constitute “security certificates” (as defined in the Code)), together with an undated limited liability company membership power covering each such certificate duly executed in blank.

assistant: Powers
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: whether the Commission’s findings are supported by substantial evidence. 1. Whether the accommodation is necessary. The FHA requires that an accommodation be offered to persons with disabilities if the accommodation “is (1) reasonable and (2) necessary to (3) afford [disabled] persons an equal opportunity to use and enjoy housing.” Lapid-Laurel, 284 F.3d at 457 (quoting Bryant Woods Inn, Inc. v. Howard Cty., Md., 124 F.3d 597, 603 (4th Cir.1997)). Federal courts have interpreted the necessary requirement of the FHA as “meaning that, without the accommodation; the [complainant] will be denied an . equal opportunity to obtain the housing of her choice.” Wisconsin Cmty. Servs., 465 F.3d at 749; see also Smith & Lee Assoc., Inc. v. City of Taylor, Mich., 102 F.3d 781, 795 (6th Cir.1996) (<HOLDING>). In other words, in order to satisfy the Options: A. holding that to reopen a case an alien must show that the new evidence would likely change the result B. holding that the disabled individual bears the initial burden of proposing an accommodation and showing that that accommodation is objectively reasonable and that the defendant was entitled to prevail because the plaintiffs proposed accommodation of remaining on unpaid medical leave until another customer service or receptionist position opened up was not a reasonable accommodation under the ada C. holding that a plaintiff must show the availability of reasonable accommodation to prevail on a failuretoaccommodate claim D. holding that complainants must show that but for the accommodation they likely will be denied an equal opportunity to enjoy the housing of their choice E. holding that to establish a violation of due process an alien must show that she was denied a full and fair opportunity to present her claims internal quotation marks omitted

assistant: The best answer is D. holding that complainants must show that but for the accommodation they likely will be denied an equal opportunity to enjoy the housing of their choice
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 the case of guardianship bonds). 5 . In re Pacheco, 219 Ariz. 421, 199 P.3d 676, 682 (Ariz.Ct.App.2008); but see, e.g., Bolmer v. U.S. Fid. & Guar. Co., 11 F.Supp. 560, 563 (W.D.Ky.1935) ("The liability on the bond does not extend to prior defaults of the committee before its execution.”). 6 . See, e.g., Md. Cas. Co. v. Waldrep, 126 F.2d 555, 559 (10th Cir.1942) ("[I]n Oklahoma the surety on a second or subsequent general bond of a guardian which does not expressly limit liability to losses occurring after a fixed date is liable for any loss arising out of a failure faithfully to execute the duties of the trust, even though the breach occurred prior to the execution of the bond.”); First Nat’l Bank & Trust Co. in Minneapolis v. Nat’l Sur. Corp., 25 F.Supp. 392, 398 (D.Minn.1938) (<HOLDING>); Suffolk Cnty. Trust Co. v. Nat’l Sur. Corp., Options: A. holding that the surety was not liable for losses arising out of guardians acts prior to issuance of bond because the bond agreement was clear and free from ambiguity and made it evident that the parties intended that the surety corporation should not assume liability for losses already sustained or losses to be sustained by acts of wrongdoing or carelessness of the principal which had already occurred B. holding that the parties choice to require arbitration for disputes which arise under a contract when the standard language was arising out of or relating to demonstrated that the parties intended the agreement to be narrow C. holding president and vicepresident of real estate corporation accountable for discriminatory acts of their agents whether or not the officers directed or authorized the particular discriminatory acts that occurred D. holding that the acts of a corporate officer done in his or her official capacity are acts of the corporation E. holding surety for official bond liable for interest on money lost by misappropriation unless the borough receives reimbursement for both principal and interest it will not be made whole it will suffer a loss in the face of the suretys promise that it would not

assistant: The best answer is A. holding that the surety was not liable for losses arising out of guardians acts prior to issuance of bond because the bond agreement was clear and free from ambiguity and made it evident that the parties intended that the surety corporation should not assume liability for losses already sustained or losses to be sustained by acts of wrongdoing or carelessness of the principal which had already occurred
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: Ellen, 593 F.3d 233, 244 (2d Cir.2010) (quoting Moore v. Andreno, 505 F.3d 203, 214 (2d Cir.2007)). “[NJeither this circuit nor the Supreme Court has clearly defined standards for determining what constitutes ‘some evidence’ in the context of prison disciplinary hearings; rather, decisions have addressed the problem piecemeal, focusing on the discrete problems raised by the facts of particular cases.” Woodard, 505 Fed.Appx. at 57 (quoting Sira, 380 F.3d at 81). However, since Zavaro was decided in 1992, it has been “clearly established” that a prison inmate’s right to a disciplinary disposition based on “some reliable evidence” is violated where the only evidence adduced is a series of sweeping generalizations about the conduct of all the inmates in a particular area. 970 F.2d at 1152 (<HOLDING>). Here, Sergeant Guynup’s testimony regarding Options: A. holding that defendants are not entitled to qualified immunity B. holding qualified immunity unavailable because there was no government interest to balance C. holding qualified immunity doctrine does not protect hearing officer where there was no reliable evidence whatsoever of the inmates guilt D. holding that there is no mandatory order of decisionmaking in qualified immunity cases E. holding that prejudice was not shown where there was overwhelming evidence of guilt

assistant: The best answer is C. holding qualified immunity doctrine does not protect hearing officer where there was no reliable evidence whatsoever of the inmates guilt
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 embody the entire agreement and understanding between each Borrower, the Banks and the Agent with respect to the subject matter hereof and thereof. This Agreement supersedes all prior agreements and understandings relating 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 following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 366 U.S. 211 81 S.Ct. 1091 6 L.Ed.2d 239 BINKS MANUFACTURING CO., petitioner,v.RANSBURG ELECTRO-COATING CORPORATION. No. 501. Supreme Court of the United States May 8, 1961 Messrs. W. Donald McSweeney, Charles F. Meroni, Chicago, Ill., for petitioner. Elbert R. Gilliom, Indianapolis, Ind., for respondent. On Writ of Certiorari to the United States Court of Appeals for the Seventh Circuit. PER CURIAM. 1 After hearing oral argument and fully examining the record, we conclude that the totality of circumstances as the record makes them manifest did not warrant bringing the case here. Accordingly, the writ is dismissed.

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 case excerpt and choose the best holding from the options. Case excerpt: and in fact in this case the Service actually lifted the permit requirement without ever having denied Boise’s permit application. Thus, the situation before the Court in Tahoe is very different from both the Riverside Bayview line of cases and the case Ass’n, 452 U.S. 264, 297, 101 S.Ct. 2352, 69 L.Ed.2d 1 (1981) (rejecting a Takings Clause challenge to the Surface Mining Control and Reclamation Act in part because the challengers had not yet availed themselves of administrative procedures for obtaining a variance from the requirements of the act and noting that “[t]he potential for such administrative solutions confirms the conclusion that the taking issue ... simply is not ripe for judicial resolution”); Avoyelles Sportsmen’s League, Inc. v. Marsh, 715 F.2d 897, 927 (5th Cir.1983) (<HOLDING>); United States v. Byrd, 609 F.2d 1204, 1211 Options: A. holding takings claim not ripe under riverside bayview because landowner never applied for a permit B. holding that takings claim does not ripen until a permit application is denied C. holding that no takings claim can arise unless a permit is denied D. holding the substantially advances formula is not a valid takings test and indeed it has no proper place inour takings jurisprudence E. holding the takings clause inapplicable to the states of its own force

assistant: The best answer is B. holding that takings claim does not ripen until a permit application is denied
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be governed by the laws of the State of Delaware, except to the extent federal law applies. Notwithstanding the foregoing, Sections 7(a) and (b) of this Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia. Any dispute arising out of this Agreement shall be resolved in either the Circuit Court for the City of Virginia Beach or the United States District Court for the Eastern District of Virginia. The Employee hereby submits to the jurisdiction of these courts and agrees that venue properly lies in those courts with respect to any action, suit, claim or dispute arising under or with respect to this Agreement. The parties hereto waive any right they might have to a jury trial. The provisions of this Agreement are offered by each party as a material inducement to enter into this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be applicable both before and after the commencement of any Insolvency or Liquidation Proceeding and all converted or succeeding cases in respect thereof. The relative rights of Claimholders in or to any distributions from or in respect of any Collateral or Proceeds of Collateral shall continue after the commencement of any Insolvency or Liquidation Proceeding. Accordingly, the provisions of this Agreement (including, without limitation, Section 2.1 hereof) are intended to be and shall be enforceable as a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.

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 legal provision and list the applicable contract clause categories. Provision: Executive acknowledges that money damages would not be a sufficient remedy for any breach of this ‎ 0 by Executive, and the Company or its affiliates shall be entitled to enforce the provisions of this ‎ 0 by terminating payments then owing to Executive under this Agreement or otherwise and to specific performance and injunctive relief as remedies for such breach or any threatened breach. Such remedies shall not be deemed the exclusive remedies for a breach of this ‎ 0 but shall be in addition to all remedies available at law or in equity, including the recovery of damages from Executive and Executive’s agents. However, if it is determined that Executive has not committed a breach of this ‎ 0, then the Company shall resume the payments and benefits due under this Agreement and pay to Executive and Executive’s spouse, if applicable, all payments and benefits that had been suspended pending such determination.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall commence as of the Effective Date and, unless earlier terminated in accordance with this Section 11 or extended by written agreement of both Parties, shall continue in effect for a period of four (4) years and shall automatically renew for successive two (2) year periods unless either Party gives written notice of non-renewal at least six (6) months prior to the end of the term then in effect (the “ Term ”).

assistant: Terms
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 Executive becomes disabled by reason of physical or mental disability for more than 180 days in the aggregate or a period of 90 consecutive days during any 365-day period and the Company determines, in good faith based upon medical evidence, that the Executive, by reason of such physical or mental disability, is rendered unable to perform his duties and services hereunder (a “ Disability ”). The Executive agrees to provide his medical records and to submit to a medical examination so that the Company may make its determination. A Termination by the Company for Disability shall be communicated to the Executive by written notice and shall be effective on the 30th day after the Executive’s receipt of such notice (the “ Disability Effective Date ”), unless the Executive returns to full-time performance of his duties before the Disability Effective Date.

assistant: Disability
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 proceeds of the Loans will be used only for (i) the repayment of existing Indebtedness of the Borrower and its Subsidiaries and (ii) general corporate purposes of the Borrower, including, but not limited to, the funding of acquisitions, investments, redevelopments, expansions, renovations, construction, capital expenditures and working capital needs. No part of the proceeds of any Loan will be used, whether directly or indirectly, to purchase or carry Margin Stock, to extend credit to others for the purpose of purchasing or carrying Margin Stock, to reduce or retire Indebtedness originally incurred for such purpose for any purpose that entails a violation of Regulations T, U and X of the Board.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as expressly provided by this Article IX , no Partner shall transfer all or any part of its Partnership Interests or Voting Interests to any Person without first obtaining the written approval of each of the other Partners, which approval may be granted or withheld in their sole discretion; provided , however, that any Partner may transfer any of its Partnership Interests and/or Voting Interests to an Affiliate of such Partner without first obtaining the written approval of each of the other Partners. To the extent that a Partner transfers any of its Partnership Interests to a Person pursuant to this Section 9.1(a) , a proportionate percentage of such Partner’s Voting Interests (based on such Partner’s then-current Percentage Voting Interests relative to its then-current Percentage Equity Interests) shall be deemed to have been automatically transferred to such Person concurrently therewith. Exhibit A shall be amended without further action by the Partners to reflect any change in the Partnership Interests or Voting Interests of the Partners made pursuant to this Section 9.1(a) .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Unless otherwise required by applicable law, each of the Seller and the Servicer agrees to maintain the confidentiality of this Agreement and the other Transaction Documents (and all drafts thereof) in communications with third parties and otherwise; provided , that this Agreement may be disclosed (a) to third parties to the extent such disclosure is made pursuant to a written agreement of confidentiality in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent and (b) to the Seller’s and Servicer’s legal counsel and auditors if they agree to hold it confidential. Unless otherwise required by applicable law, rules or regulations, the Administrator, the Purchaser Agents and the Purchasers agree to maintain the confidentiality of non-public financial information regarding the Seller, the Servicer and any Originator; provided , that such information may be disclosed (i) to third parties to the extent such disclosure is made pursuant to a written agreement of confidentiality in form and substance reasonably satisfactory to the Servicer, (ii) to legal counsel and auditors of the Purchasers, the Purchaser Agents or the Administrator if they agree to hold it confidential, (iii) to any nationally recognized statistical rating organization, (iv) to any Program Support Provider or potential Program Support Provider (if they agree to hold it confidential), (v) to any placement agency placing the Notes, and (vi) to any regulatory authorities having jurisdiction over the Administrator, the Purchaser Agents, any Purchaser, any Program Support Provider or any Liquidity Provider.

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: provided to Medved for editorial purposes. See Gottlieb, 84 F.3d at 518. As for Myskina’s other common law claims, it is settled that the only judicially recognized relief in New York for violations of a right to privacy or publicity are the protections afforded against the commercial misappropriation of a person’s name or picture, as set forth in Sections 50 and 51. There is no independent common law cause of action in the right to privacy or publicity. See e.g., Pirone v. MacMillan, Inc., 894 F.2d 579, 586 (2d Cir.1990) (“New York courts have indicated clearly that the Civil Rights Law preempts any common law right of publicity action. ...”); Arrington, 55 N.Y.2d at 439, 449 N.Y.S.2d 941, 434 N.E.2d 1319; Grodin v. Liberty Cable, 244 A.D.2d 153, 154, 664 N.Y.S.2d 276 (1st Dep’t 1997) (<HOLDING>). Under New York law, common law unjust Options: A. holding that a preliminary injunction was a reasonable means of preserving the status quo and was of the same character as the ultimate relief sought when a few but not all of the causes of action in the complaint were of an equitable nature including causes of action for unjust enrichment and imposition of constructive trust B. holding that there is no cause of action in california for unjust enrichment C. holding that where a prior agreement fixed the salary of the plaintiff plaintiff could not seek to recover for his services on a theory of unjust enrichment D. holding that it was error not to dismiss plaintiffs causes of action for negligence and unjust enrichment there being no commonlaw right of privacy in new york where the plaintiff brought an action to recover damages for the unauthorized reuse of his image and voice in a television commercial E. holding that erisa does not permit a plaintiff to assert an independent federal common law cause of action such as unjust enrichment to enforce the terms of an erisa plan thus to the extent plaintiffs third cause of action for unjust enrichment is brought pursuant to a federal common law right it must be dismissed

assistant: The best answer is D. holding that it was error not to dismiss plaintiffs causes of action for negligence and unjust enrichment there being no commonlaw right of privacy in new york where the plaintiff brought an action to recover damages for the unauthorized reuse of his image and voice in a television commercial
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in counterparts (including via facsimile and electronic image scan (pdf)), each of which shall be deemed to be an original, but both of which together shall constitute one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: a finding that Martin and Powell knowingly and voluntarily made by the waiver. An inconspicuous waiver provision in a twenty-paragraph “Bank of America Mortgage Addendum to Contract” does not meet Bank of America’s burden to produce prima facie evidence of a knowing and voluntary waiver. And finally, the relative bargaining power of the parties obviously was not equal. s burden to make a prima facie showing on this issue as required by In re General Electric Capital Corporation. 203 S.W.3d at 316. To the contrary, the evidence establishes that the Brady knowing and voluntary standard was not met here. See In re Prudential, 148 S.W.3d at 132 (requiring jury waiver to be made “with sufficient awareness ... of likely consequences”); see also Brady, 397 U.S. at 748-49, 90 S.Ct. at 1469-70 (<HOLDING>). Bank of America argues that the present facts Options: A. holding that entering a guilty plea is an admission of guilt and a waiver of the right to jury trial B. recognizing requirement of knowing intelligent waiver C. holding that right to appeal claim of ineffective assistance of counsel alleging that counsel failed to convey plea negotiations timely and adequately inform of consequences of pleading guilty to jury for sentencing waived because plea of guilty to jury was independent of and not supported by alleged ineffective assistance of counsel claims D. holding that a voluntary and intelligent plea of guilty is an admission of all the elements of a formal criminal charge E. recognizing difficulty in making intelligent assessment of consequences of waiver of jury trial via guilty plea absent counsel

assistant: The best answer is E. recognizing difficulty in making intelligent assessment of consequences of waiver of jury trial via guilty plea absent 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: Subject to the limitations and other provisions of this Agreement, the representations and warranties made by Parent and Merger Sub in this Agreement shall survive the Closing and shall remain in full force and effect until the date that is eighteen months from the Closing Date; provided , that the representations and warranties in Section 4.01 , Section 4.02 , Section 4.03 and Section 4.06 shall survive for the full period of all applicable statutes of limitations (giving effect to any wavier, mitigation or extension thereof) plus sixty (60) days.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All Products are subject to qualification by the Purchaser prior to the issuance of the Purchaser’s purchase order and delivery of Products to Purchaser’s Plants listed on Exhibit A hereto. Purchaser will perform qualification to the Product Specifications set forth on Exhibit B hereto, and final approval of Product for shipment will be in the sole judgment of the Purchaser. Should a Product fail to qualify to the Specifications for said Product as set forth in Exhibit B hereto, Purchaser shall be free to purchase said Product from a third party and not Seller.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to find a mother in contempt for failing to produce the child for summer visitation). II. Attorney’s Fees and Costs Because we affirm the family court’s overall contempt findings, we also affirm the award of attorney’s fees and costs. Regardless of whether the family court applied the E.D.M. factors or compensatory contempt doctrine, the family court correctly determined Father was entitled to attorney’s fees. Mother has a gross monthly income of $23,451, including her salary, alimony, and child support. She has over $5 million in savings. Mother’s payment of the attorney’s fees and costs would not affect her standard of living in any meaningful way. Accordingly, we affirm the award of attorney’s fees. See Whetstone v. Whetstone, 309 S.C. 227, 235, 420 S.E.2d 877, 881 (Ct. App. 1992) (<HOLDING>). CONCLUSION Based on the foregoing, we affirm Options: A. holding that by choosing the words any actual expenses including attorneys fees incurred congress did not intend to remove the discretion of the district court to award fees in cases such as contingent fee or pro bono cases where the client has not actually incurred the obligation to pay her attorneys fees B. holding that it was not an abuse of discretion for the court to deny an award of attorneys fees to the wife C. holding that attorneys fees incurred in a nonenforcement modification suit can be awarded as additional child support under the family code D. holding that because the wife failed to present any evidence as to the legal services performed in the trial court the wife was not entitled to a second hearing to establish attorneys fees E. holding the family court properly awarded a wife attorneys fees incurred as the result of her husbands contempt

assistant: The best answer is E. holding the family court properly awarded a wife attorneys fees incurred as the result of her husbands contempt
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 Option Term shall expire on the tenth anniversary of the Grant Date (the “ Term ”). The Option shall vest and become exercisable on ([each/the] “ Vesting Date ”). Except as otherwise provided herein, the Option may be exercised on or following the Vesting Date with respect to the vested portion, as long as such exercise occurs prior to the expiration of the Option as provided in this Agreement and the Plan.

assistant: Terms
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: Statement ”), setting forth a reasonably detailed proposed final calculation of the Inventory as of the Closing Date (the “ Closing Date Inventory ”), and the Closing Date Inventory Adjustment Amount, together with reasonably detailed supporting information. If the Closing Date Inventory is less than the Target Inventory, the amount equal to such difference is the “ Closing Date Inventory Deficiency .” If the Closing Date Inventory is greater than the Target Inventory, the amount equal to such difference is the “ Closing Date Inventory Excess .” The Closing Date Inventory Excess, if any, shall be capped at One Hundred Thousand Dollars ($100,000).

assistant: Closings
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: one of its board members wrote to Driscoll to complain about the removal. See Comp. ¶ 28. Therefore, because this case was filed in 2005, six years later, ATAA’s claims are barred by the three-year statute of limitations. Contrary to the ATAA’s contention, this case does not involve an alleged continuing violation of constitutional rights that extends the statute of limitations. Chairman Peyser’s 2005 letter to plaintiffs’ attorney reiterating the board’s explanation for the 1999 removal of the contra-genocide websites from the Curriculum Guide was essentially a refusal to remedy the effects of an alleged earlier constitutional violation and, therefore is not independently actionable as part of a serial violation. See, e.g., De Leon Otero v. Rubero, 820 F.2d 18, 20 (1st Cir.l987)(<HOLDING>). Similarly, the ATAA has identified no ongoing Options: A. holding in the discrimination context that a plaintiff may challenge incidents which occurred outside the statute of limitations period if the various acts of discrimination constitute a continuing pattern of discrimination B. holding in an employment discrimination case that later refusals to reinstate the plaintiff did not create a continuing violation but were a consequence of his initial demotion C. holding in an employment discrimination case that the continued employment of the plaintiffs rival in a position previously held by the plaintiff did not constitute a systemic violation D. holding that an employer in an employment discrimination case may not justify its conduct based on evidence that did not motivate it at the time of the employment decision E. holding in title vii case that plaintiff demonstrated adverse employment action in school districts decision not to renew principals contract for the following year but offering principal a demotion

assistant: The best answer is B. holding in an employment discrimination case that later refusals to reinstate the plaintiff did not create a continuing violation but were a consequence of his initial demotion
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: 441 U.S. 792 99 S.Ct. 2400 60 L.Ed.2d 646 Peggy J. CONNOR et al.v.J. P. COLEMAN, Judge, United States Court of Appeals, et al No. 78-1013 Supreme Court of the United States May 21, 1979 On petition for a writ of mandamus. PER CURIAM. 1 On 440 U.S. 612, 99 S.Ct. 1523, 59 L.Ed.2d 619. The order granting leave recited that we continued for 30 days our consideration of the petition. 2 The Clerk of the District Court has now formally advised the Clerk of this Court that on April 13, 1979, the District Court entered a final judgment specifying a court-ordered plan for the reapportionment of the legislature and for elections to be conducted in the coming summer. The District Court Clerk has also stated that all parties to the litigation have announced in open court that there will be no appeal. 3 The petition for a writ of mandamus is therefore denied. 4 So ordered. 5 Mr. Justice POWELL took no part in the decision on this petition.

assistant: 2