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 legal provision and list the applicable contract clause categories. Provision: The execution and delivery by Parent and Merger Sub of this Agreement does not, and the performance by Parent and Merger Sub of this Agreement will not, require any consent, approval, order, authorization or permit of, or declaration, registration, filing with, or notification to, any Governmental Entity, except for (a) applicable requirements, if any, of (i) the Exchange Act, including the filing with the SEC of the Schedule TO, (ii) state securities or “blue sky” Laws, (iii) the DGCL to file the Certificate of Merger or other appropriate documentation and (iv) NASDAQ, (b) the filing of customary applications and notices, as applicable with any Regulatory Authority and (c) those that would not reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby .

assistant: Further Assurances
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: 602 of Title VI, 42 U.S.C. § 2000d. See Alexander v. Sandoval, 532 U.S. 275, 121 S.Ct. 1511, 149 L.Ed.2d 517 (2001). The Court’s decision does not bar all claims to enforce to such regulations, but only disparate impact claims brought by private parties directly under Title VI. Id. at 299-300, 121 S.Ct. 1511 (Stevens, J., dissenting). Disparate impact claims may still be brought against state officials for prospective injunctive relief through an action under 42 U.S.C. § 1983 to enforce section 602 regulations. Id. The decision in Sandoval does not affect plaintiffs’ right to bring a disparate impact claim under section 504 of the Rehabilitation Act and defendants do not contend otherwise. See New Mexico Ass’n for Retarded Citizens v. New Mexico, 678 F.2d 847, 854 (10th Cir.1982) (<HOLDING>); see also Alexander v. Choate, 469 U.S. 287, Options: A. holding that disparate impact claims are not cognizable under the adea B. recognizing cause of action under section 504 based on claims of disparate impact C. holding that there is no disparate impact claim under the adea D. recognizing the cause of action E. recognizing cause of action

assistant: The best answer is B. recognizing cause of action under section 504 based on claims of disparate impact
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: Releasor shall be responsible, and agrees to hold harmless and indemnify Blackhawk, for any tax liabilities that he incurs as a result of the severance payment, any other consideration provided by Blackhawk under this Agreement and the issuance of other equity to the Releasor pursuant to the equity award agreements to which the Releasor is a party. Any payments made to Releasor under Sections A-D above shall be less any tax withholdings required by law.

assistant: Tax Withholdings
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: requires Educators to bargain directly with Savage. This statutory provision, together with the structurally inclusive nature of workers’ compensation insurance, creates a relationship of trust and reliance between injured employees and workers’ compensation insurers. I would hold, as have several other courts, that this relationship places a tort-based duty on insurers to deal in good faith with injured employees. See Savio, 706 P.2d at 1272-74 (nature of workers’ compensation insurance, combined with section of workers’ compensation statute requiring that insurance policies contain clause making insurer primarily liable to employee, creates tort duty on part of insurer to deal in good faith with employee); see also Case v. Toshiba Am. Info. Sys., Inc., 7 F.3d 771, 773 (8th Cir.1993) (<HOLDING>); Hollman v. Liberty Mut. Ins. Co., 712 F.2d Options: A. recognizing workers compensation insurance carrier owes employee duty of good faith and fair dealing in processing compensation claims B. holding that as 2330012 prohibits setting aside workers compensation c r based on mistake C. holding that the duty of good faith and fair dealing is a contractual duty D. holding that claims for the breach of the duty of good faith and fair dealing against workers compensation insurance carrier did not arise under the state workers compensation statutes but are at most related to those statutes and thus do not come within the ambit of the nonremovability provision of 1445c good faith and fair dealing claims were created by texas common law not by the compensation statute E. recognizing duty to deal in good faith in workers compensation setting

assistant: The best answer is E. recognizing duty to deal in good faith in workers compensation setting
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, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties hereto and delivered to the other parties hereto, it being understood that all parties hereto need not sign the same counterpart.

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: v. Commonwealth, 199 Va. 401, 407-08, 100 S.E.2d 4 (1957)). Likewise in this case, the presence of signs barring unauthorized admittance is sufficient to establish that the access road is not “open to the use of the public for purposes of vehicular travel.” Va.Code § 46.2-100. 395 F.3d at 521 (emphasis as in the Fourth Circuit opinion). The court also rejected a government argument that taxis, buses, delivery trucks, and people in search of directions such as defendant Smith also used the road, and that such use brought it within the definition of “highway.” The court said: Because the general public is not permitted on the access road, it is not “open to the use of the public for purposes of vehicular travel.” Va.Code § 46.2-100. See also Flinchum, 24 Va.App. at 737, 485 S.E.2d 630 (<HOLDING>). Id. D. The Virginia Cases There are at least Options: A. holding road was still a public highway although fifty years had passed since the road was used by the public B. holding that a road not open to the public at all times was not a highway C. holding that case law had made clear that masturbating in car on public road was sufficiently open D. holding the right of free speech is not absolute at all times and under all circumstances E. holding that a bia road was a tribal road by considering the nature of the rightofway at issue and finding that although the tribe had relinquished certain gatekeeping rights by allowing public use of the road and collaborating with the bia in maintaining it the tribe had maintained other significant gatekeeping rights because the rightofway was not granted to the state and the road did not form any part of the states highway system

assistant: The best answer is B. holding that a road not open to the public at all times was not a highway
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 case to the district court to permit the plaintiffs to amend their complaint. C. The District Court Did Not Err in Dismissing Plaintiffs’ Section 1983 Claim. The district court dismissed the plaintiffs’ § 1983 claims for violation of due process based on failure to establish facts sufficient to constitute a due process violation. We review the district court’s grant of a motion to dismiss de novo. Dana, 900 F.2d at 885. The district court assumed without deciding that the plaintiffs had a protectible life, liberty, or property interest. The court then concluded that the state remedy under 600 KAR 4:010 was adequate to remedy any perceived due process violation and that the plaintiffs therefore could not state a claim for a due process violation under the rule established in Parratt (<HOLDING>). The rule applies to both negligent and Options: A. holding parratt only applies to procedural due process claims B. holding that procedural due process requires adequate notice and a meaningful opportunity to be heard C. holding procedural due process requires that the charge must be known before the proceedings commence D. holding that the facts did not measure up to the standard expressed for determining procedural due process E. holding that privileges licenses certificates and franchises qualify as property interests for purposes of procedural due process but that due process only becomes relevant where such property is deprived

assistant: The best answer is A. holding parratt only applies to procedural due process 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: Optionee agrees that Optionee shall not disparage, criticize or defame the Company, its affiliates and their respective affiliates, directors, officers, agents, partners, stockholders or employees, either publicly or privately. Nothing in this Section 4 shall have application to any evidence or testimony required by any court, arbitrator or government agency.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the appropriate law to be Utilized to evaluate whether the attorney:client privilege is waived. CONCLUSION [¶ 42.] We reverse and remand for findings as to whether Twin City injected, by an affirmative act, its reliance upon the advice of counsel into the bad faith litigation thereby making the disputed communications relevant to the case such that would constitute an implied waiver of the attorney-client privilege. See Bertelsen, 2011 S.D. 13, ¶ 53, 796 N.W.2d at 703. If the circuit court finds that Twin City im pliedly waived the attorney-client privilege by injecting the advice of counsel into the bad faith litigation, then the court must conduct an in camera review to determine and make findings as to the extent that the attorney-client communications should be revealed. See id. (<HOLDING>). Regarding the claim of complete delegation, Options: A. holding that juveniles may waive right to counsel only upon advice of counsel B. recognizing implicit waiver of the attorney client privilege where the plaintiff has placed in issue a communication which goes to the heart of the claim in controversy C. holding that a claim for ineffective assistance of counsel waives attorneyclient privilege D. holding that a client only waives the privilege to the extent necessary to reveal the advice of counsel he placed at issue E. holding that an invocation of the advice of counsel defense waives the attorneyclient privilege

assistant: The best answer is D. holding that a client only waives the privilege to the extent necessary to reveal the advice of counsel he placed at issue
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall indemnify Executive to the maximum extent permitted under the Company’s bylaws. Subject to reasonable availability of such insurance coverage and subject to applicable laws and regulations, a directors’ and officers’ liability insurance policy (or policies) shall be maintained, during the Employment Period and for six (6) years thereafter, providing coverage that is no less favorable to Executive than the coverage provided to any other present officer or director of the Company and, following a Change in Control, the coverage shall be no less favorable to Executive than the coverage provided as of the date of the Change in Control.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: was not a leader of the criminal activity, this argument is easily rejected because there was ample support for the District Court’s determination that a two level increase, as recommended by the Presen-tence Investigation Report, was appropriate because Huggins was an organizer or manager of the drug activity he engaged in. Accordingly, we find no abuse of discretion. We also note that, although the District Court calculated Huggins’s Guidelines range as 188 to 235 months, the Court was required to impose a mandatory minimum of 240 months on Count XII, and imposed that sentence of imprisonment for each of the six counts of conviction. Thus, if there were error in calculating the Guidelines range, it was certainly harmless. See United States v. Langford, 516 F.3d 205, 215 (3d Cir.2008) (<HOLDING>). 2. Forfeiture Amount Huggins also claims that Options: A. holding that defendant entitled to resentencing if the sentence imposed under the unconstitutional 1995 sentencing guidelines would constitute an impermissible departure sentence under the 1994 guidelines B. recognizing that if a guidelines error did not affect the district courts selection of the sentence imposed the sentence should be affirmed C. holding statutory booker error was not harmless where district court imposed sentence in middle of guidelines range and there were no statements in the record reflecting that the court would have imposed the same or greater sentence under advisory guidelines D. holding that sentencing error is harmless if the error did not affect the district courts selection of the sentence imposed E. holding that an incorrect guidelines calculation generally requires a remand for resentencing unless we conclude on the record as a whole that the error did not affect the district courts selection of the sentence imposed citation omitted

assistant: The best answer is E. holding that an incorrect guidelines calculation generally requires a remand for resentencing unless we conclude on the record as a whole that the error did not affect the district courts selection of the sentence imposed citation omitted
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: reveals that this principle has been adopted in a vast majority of jurisdictions. 16 Restatement (Second) of Torts § 409. 17 Restatement (Second) of Torts § 414 provides that “[o]ne who entrusts work to an independent contractor, but who retains the control of any part of the work, is subject to liability for physical harm to others for whose safety the employer owes a duty to exercise reasonable care, which is caused by his failure to exercise his control with reasonable care.” Considering the Court resolves this matter on other grounds, the RESTATEMENT (Second) OF TORTS § 414 need not be addressed here. 18 United Indus., Serv., Transp., Prof'l & Gov’t Workers of N. Am. Seafarers Int’l Union ex rel. Bason v. Gov’t of V.I., 746 F.3d 115 (3d Cir. 2014), as amended (Mar. 21, 2014) (<HOLDING>). 19 Gassv. V.I. Tele. Corp., 45 V.I. 649, 661 Options: A. holding that where the issue of sanctions was not before the court of appeals when the appeal was filed the district court retained jurisdiction B. holding the circuit court has exclusive jurisdiction over condemnation proceedings C. holding that pursuant to the language of hr 6116 the third circuit court of appeals retains certiorari jurisdiction over proceedings that were filed in virgin islands courts before the enactment date of hr 6116 D. holding that congresss recent elimination of the third circuits certiorari jurisdiction over decisions of the virgin islands supreme court does not affect at a minimum certiorari petitions filed before the effective date of the jurisdictionstripping act E. holding that this court lacks jurisdiction over appeals from decisions of the supreme court of the commonwealth of the northern mariana islands which were not completed before may 1 2004

assistant: The best answer is C. holding that pursuant to the language of hr 6116 the third circuit court of appeals retains certiorari jurisdiction over proceedings that were filed in virgin islands courts before the enactment date of hr 6116
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 computer source at a time. 4 . Sandra is Brown's mother. Brown was living in a basement bedroom in his mother's home. 5 . During questioning, Brown admitted that the computer was his. 6 . The thirty-nine additional counts stem from separate images of child pornography found as a result of the February 21 search of Brown's bedroom during which police seized Brown's computer and numerous CDs and DVDs. 7 . As noted above, the State filed this request on September 12, 2008, three days prior to trial. 8 . We note that Brown objected to the State's September 12, 2008 motion to amend the charging information. Brown did not argue in either his responsive motion or in open court that the law as set forth in Fajardo v. State, 859 N.E.2d 1201 (Ind.2007), was the basis for his objection. Br 2) (<HOLDING>). The key difference between this case and the Options: A. holding that a single transaction involving multiple obscene materials constitutes but one offense B. recognizing step transaction doctrine whereby courts must consider all steps of transaction in light of entire transaction so that substance of transaction will control over form of each step C. holding that to establish a pattern of unlawful activity in a ease involving currency transaction report violations the government must prove that the currency transaction report violations were both repeated and related to one another D. holding that the state may charge a defendant with only one count of disseminating obscenity for each separate transaction even though several obscene magazines were disseminated during each transaction E. holding that sale of two obscene magazines to one detective in one transaction and sale of two obscene films to another detective in another transaction could result in only one conviction for each separate transaction

assistant: The best answer is E. holding that sale of two obscene magazines to one detective in one transaction and sale of two obscene films to another detective in another transaction could result in only one conviction for each separate transaction
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: two bases for a conclusion that he has refugee status: that he faces persecution on account of his membership in a social group consisting of his nuclear family, and that his parents’ political opinions regarding family planning are imputed to him. a. Family membership as a basis for protected “social group” refugee status: Lin claims his nuclear family was persecuted in China as a result of his parents’ resistance to the mandatory limits on procreation. The BIA has held in Matter of Acosta, 19 I. & .1993)] (noting that the subgroup of Iranian feminists who refuse to conform to the government’s gender-specific laws and social norms could satisfy the statutory concept of “particular social group”) (internal quotation marks omitted); Lwin v. INS, 144 F.3d 505, 511-12 (7th Cir.1998) (<HOLDING>). Like our sister circuits, we recognize that a Options: A. recognizing women as a distinct group B. recognizing parents of burmese student dissidents as part of a social group because they share a common immutable characteristic C. holding that government informants are not members of a particular social group D. holding that persecution of a woman because of her government job or her husbands position as a police officer was not on account of a particular social group E. holding that government material witnesses do not constitute a particular social group

assistant: The best answer is B. recognizing parents of burmese student dissidents as part of a social group because they share a common immutable characteristic
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: Custodian hereby acknowledges and agrees that (i) all written or computer-readable information provided by Buyer or Seller regarding Buyer or Seller and (ii) the terms of this Agreement and the Repurchase Agreement (the “ Confidential Information ”), shall be kept confidential and shall not be divulged to any Person other than the parties hereto without Buyer’s and Seller’s prior written consent except to the extent that (i) Custodian reasonably deems necessary to do so in working with legal counsel, auditors, taxing authorities or other governmental agencies or regulatory bodies or in order to comply with any applicable federal or state laws, (ii) any portion of the Confidential Information is in the public domain other than due to a breach of this covenant or (iii) to the extent that Custodian is required to disclose Confidential Information pursuant to the requirements of any legal proceeding or legal authority, Custodian shall (unless prohibited by such legal proceeding or legal authority) notify Buyer and Seller within one (1) Business Day of its knowledge of such legally required disclosure so that Buyer or Seller may seek an appropriate protective order and/or waive Custodian’s compliance with this Agreement. Notice shall be both by telephone and in writing. In the absence of a protective order or waiver, Custodian may disclose the relevant Confidential Information if, in the opinion of its counsel, failure to disclose such Confidential Information would subject Custodian to liability for contempt, censure or other legal penalty or liability.

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: reaffirmation agreement — were coercive for purposes of § 362(a)(6). Even if these acts independently do not reach the “coercion threshold,” the threshold for each of those acts was clearly surpassed when coupled with the other actions taken by the Credit Union. And since the Credit Union acted unfairly in taking the two described actions, each constituted a violation of § 362(a)(6). IV. Injunctive Relief A request for an injunction must be made in an adversary proceeding. F.R.Bankr.P. 7001(7). Thus it was inappropriate for the Debtor to seek that relief in a contested matter such as this. However, when the parties try an issue without objection on procedural grounds, courts generally disregard the irregularity. See, e.g., Thurston v. United States, 810 F.2d 438, 443-44 (4th Cir.1987) (<HOLDING>); Turchio v. Den Norske Africa, 509 F.2d 101, Options: A. holding that defendants are not entitled to qualified immunity B. holding that to avoid an affirmative defense a plaintiff must plead specifically matters of affirmative avoidance pursuant to rule 5508 C. holding that qualified immunity is an affirmative defense that must be pled by the official who claims it D. holding that a civilrights plaintiff need not plead facts relevant to a qualified immunity defense in order to state a claim E. holding that the plaintiff waived an objection to the defendants failure to plead qualified immunity as an affirmative defense

assistant: The best answer is E. holding that the plaintiff waived an objection to the defendants failure to plead qualified immunity as an affirmative defense
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of Holdings, the Borrower and the Restricted Subsidiaries has good and marketable title to, or a valid license or right to use, all patents, trademarks, servicemarks, trade names, copyrights and all applications therefor and licenses thereof, and all other intellectual property rights, free and clear of all Liens (other than Liens permitted by Section 10.2 ), that are necessary for the operation of their respective businesses as currently conducted, except where the failure to have any such title, license or rights could not reasonably be expected to have a Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Note shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the state and/or federal courts of New York City, NY. The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens . The Borrower and Holder waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: not hold that a trial judge may not give a mitigating circumstances instruction if he or she is disposed to grant the defendant’s request. The purpose of a contemporaneous objection requirement is to give the trial judge the opportunity to rule on the defendant’s constitutional claim, see Engle v. Isaac, 456 U.S. 107, 128-29, 102 S.Ct. 1558, 1572, 71 L.Ed.2d 783 (1982); this is what O’Bryan failed to do. Accordingly, we hold that the defendant is barred from raising his claim about the absence of a mitigating circumstances instruction in these federal habeas proceedings. See also O’Bryan v. Estelle, 691 F.2d, 706, 710 (5th Cir.1982) (Gee, J., dissenting). We note further that the Supreme Court’s recent decision in Zant v. Stephens, - U.S. -, 103 S.Ct. 2733, 2744, 77 L.Ed.2d 235 (1983) (<HOLDING>) makes the defendant’s argument on the merits Options: A. holding that when one of the other sentencing factors enables the sentencer to give aggravating weight to the same facts and circumstances that underlie the invalidated aggravating factor areviewing court need not apply harmlesserror review B. holding that death sentence need not be set aside where one of three statutory aggravating circumstances found by juror was subsequently held to be invalid by state supreme court but other two were specifically upheld and stating that the absence of legislature or courtimposed standards to govern the jury in weighing the significance of either or both of those aggravating circumstances does not render capital sentencing statute invalid as applied C. holding that apprendi does not apply to state capital sentencing schemes where judges are required to find certain aggravating circumstances before imposing a death sentence D. holding that it was permissible to ask whether a juror would consider death sentence if juror determined aggravating circumstances outweighed mitigating circumstances E. holding that under the alabama death penalty statute because the judge did not consider the jurys recommendation the statute which forced the jury to sentence the defendant to death whenever aggravating circumstances existed was not unconstitutional

assistant: The best answer is B. holding that death sentence need not be set aside where one of three statutory aggravating circumstances found by juror was subsequently held to be invalid by state supreme court but other two were specifically upheld and stating that the absence of legislature or courtimposed standards to govern the jury in weighing the significance of either or both of those aggravating circumstances does not render capital sentencing statute invalid as applied
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 that indicates that Ohio intended to open up nontraditional forums such as schools and privately-owned buildings for public discourse merely by utilizing portions of them as polling places on election day.... ... By opening up portions of schools and private property for use as polling places on election day, Ohio has not opened up a nontraditional forum for public discourse. In fact, there is no evidence in the record of discourse of any sort. There is no evidence of expressive activity occurring anywhere on the properties involved, other than “each voter’s communication of his own elective choice, and this has long been carried out privately — by secret ballot in a restricted space.” See Marlin v. District of Columbia Bd. of Elections & Ethics, 236 F.3d 716, 719 (D.C.Cir.2001) (<HOLDING>). Id. at 749-50. The Sixth Circuit explained Options: A. holding that the interiors of polling places are nonpublic forums B. holding that judicial and municipal complexes are nonpublic forums C. holding that arguments that are not raised or that are not accompanied by factual and legal support are deemed waived D. recognizing that state agencies which are independent of the state are citizens of the state E. holding that claimants stipulations conceding the admiralty courts exclusive jurisdiction to determine all issues relating to limitation of liability and prioritization of their claims allowed them to proceed with common law actions in other forums

assistant: The best answer is A. holding that the interiors of polling places are nonpublic forums
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 fees required to be paid on the Closing Date pursuant to the fee letter (the “ Fee Letter ”) previously agreed in writing between the Administrative Agent, J.P. Morgan Chase Bank, N.A., and the Borrower and reasonable out-of-pocket expenses required to be paid on the Closing Date, to the extent invoiced at least three business days prior to the Closing Date (except as otherwise reasonably agreed by the Borrower), shall, upon the initial Borrowings hereunder, have been, or will be substantially simultaneously, paid.

assistant: Fees
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: Federal courts are presumed to lack jurisdiction unless the record affirmatively indicates the opposite. Renne v. Geary, 501 U.S. 312, 316, 111 S.Ct. 2331, 115 L.Ed.2d 288 (1991). Plaintiff seeks monetary damages for unjust conviction and wrongful imprisonment. “The United States Court of Federal Claims shall have jurisdiction to render judgment upon any claim for damages by any person unjustly convicted of an offense against the United States and imprisoned.” 28 U.S.C. § 1495 (2006). However, 28 U.S.C. § 2513(a) (2006), sets forth the requirements for bringing the claim recognized in § 1495: Any person suing under section 1495 of this title must allege and prove that: (1) His conviction has been reversed or set aside on the ground that he is not guilty of the offe 81 WL 21510 (1981) (<HOLDING>). Plaintiff contends that the Court of Federal Options: A. holding that 1495 failed to provide court of federal claims with jurisdiction to hear claim for unjust conviction where requirements of 2513 have not been met B. holding that this court lacked jurisdiction under 46110 for lack of finality and that the district court also lacked jurisdiction because the orders were not final and thus not ripe for review C. holding that the district court lacked jurisdiction to review state disciplinary proceedings against attorney D. holding the court lacked jurisdiction under 1495 and 2513 without a certificate of innocence from the district court E. holding that court of federal claims lacked jurisdiction under 2513 when trial courts order dismissing plaintiffs indictment and vacating his sentence failed to satisfy the jurisdictional requirements of 2513

assistant: The best answer is D. holding the court lacked jurisdiction under 1495 and 2513 without a certificate of innocence from the district court
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: However, all of these instances occurred outside the presence of the jury. Because a “clear effect on the jury is required to reverse for comment by the trial judge,” we conclu on defense” may be available, we have cautioned that the defense would be extremely limited, only applicable under "extraordinary circumstances.” See Deleveaux, 205 F.3d at 1297 (agreeing with other circuits that such a defense may be available but only in extremely limited circumstances). While it is a question of first impression in this circuit, several of our sister circuits have considered the theory of "temporary innocent possession,” and the majority have declined to recognize it. Some circuits have expressly rejected the defense. See United States v. Johnson, 459 F.3d 990, 997-98 (9th Cir.2006) (<HOLDING>); United States v. Teemer, 394 F.3d 59, 62-65 Options: A. holding that where the defendants expert described the product design using superlatives namely the safest design you could possibly put on the machine the plaintiff should have been permitted to impeach the expert by inquiring why the safest design possible was modified following the plaintiffs accident B. holding that district court did not abuse its discretion in refusing to permit a design defect products liability expert to submit an untimely addendum stating a new claim of failure to warn after defense expert refuted the basis of original design defect opinion C. holding that defendant could not assert statutory affirmative defense enacted three years after claim accrued because such would affect vested rights and substantive law D. holding that in the context of construction litigation regarding the alleged negligence of design professionals a tort action for negligent misrepresentation alleging damages based purely on economic loss is not available to a party in privity of contract with a design professional E. holding that such a defense would undermine the statutory design of 922g

assistant: The best answer is E. holding that such a defense would undermine the statutory design of 922g
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 Parties and their Subsidiaries are in compliance with all applicable Laws (other than Environmental Laws which are specifically addressed in Section 6.1.21 [Environmental Matters]) in all jurisdictions in which any Loan Party or Subsidiary of any Loan Party is presently or will be doing business except where the failure to do so would not constitute a Material Adverse Change.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: detrimental). Next, Green challenges trial counsel’s dereliction in not objecting to segments of the District Attorney’s (“DA”) closing argument. While the court agrees that several of the DA’s arguments, discussed in Claim XIX, were likely improper, trial counsel’s conduct does not rise to the level of ineffective assistance. Even if Green can satisfy Strickland’s performance prong on this issue, he has not fulfilled the second component requiring a reasonable probability that the error was prejudicial to the outcome. (See discussion infra Part III.B.9.) Green further contests trial counsel’s failure to object to statements that allegedly tended to diminish the jury’s sense of responsibility in violation of Caldwell v. Mississippi, 472 U.S. 320, 105 S.Ct. 2633, 86 L.Ed.2d 231 (1985) (<HOLDING>) Specifically, Green refers to comments by the Options: A. holding that a jury cannot be led to believe that they do not possess responsibility for deciding the appropriateness of the death penalty B. holding it is constitutionally impermissible to rest a death sentence on a determination made by a sentencer who has been led to believe that the responsibility for determining the appropriateness of the defendants death rests elsewhere C. holding that defendant may be subject to death penalty on resentencing D. holding that leaning towards the death penalty is not the same as an automatic vote for the death penalty E. holding that the death penalty is unconstitutional as applied to juvenile defendants

assistant: The best answer is A. holding that a jury cannot be led to believe that they do not possess responsibility for deciding the appropriateness of the death penalty
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: are questions of law, which we review de novo.”); United States v. Jones, 32 F.3d 1512, 1517-18 (11th Cir.1994) ("Whether a particular Guideline applies to a given set of facts is a legal question subject to de novo review.”); United States v. Stokley, 881 F.2d 114, 115-16 (4th Cir.1989) (performing de novo review where the defendant did “not really attack the factual undergirding of his sentence but rather contended] that his behavior did not fall within the legal definition of the term 'physically restrained’ ”). 11 . United States v. Anglin, 169 F.3d 154, 164 (2d Cir.1999). 12 . Pub.L. No. 108-21, 117 Stat. 650 (Apr. 30, 2003). See United States v. Phillips, 356 F.3d 1086, 1098-1100 (9th Cir.2004), as amended by 367 F.3d 846, 2004 Daily Journal D.A.R. 5444 (9th Cir. May 06, 2004) (<HOLDING>). 13 . 18 U.S.C. § 3742(e). 14 . Koon v. United Options: A. holding that batson does apply retroactively to cases pending on direct review B. holding that the 1981 amendments contained in 101 of the civil rights act of 1991 do not apply retroactively C. holding 2001 amendments to ocga 428341 apply retroactively D. holding that the protect act amendments to the standard of review apply retroactively E. holding that apprendi does not apply retroactively

assistant: The best answer is D. holding that the protect act amendments to the standard of review apply retroactively
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: have a number of tools at their disposal in exercising their Section 8(c) rights to express their views on union organizing efforts. An employer is permitted, for example, to express its views about union representation to masses of employees, in mandatory meetings, on company time, so long as such speech does not occur within 24 hours of an election. See Peerless Plywood Co., 107 NLRB 427, 429 (1953); Livingston Shirt Corp., 107 NLRB 400, 409 (1953). Employers may dispatch supervisors to engage in one-on-one discussions during work time with employees about the negative effects of union representation, see, e.g., NLRB v. Lenkurt Elec. Co., 438 F.2d 1102, 1107-08 (9th Cir.1971), and may disseminate written anti-union materials, Beverly Enterprises-Hawaii, Inc., 326 NLRB 335, 336 (1998) (<HOLDING>). Our opinions have faithfully reiterated our Options: A. holding that an employees private arbitration agreement with her employer precluded her from filing suit against the employer under the adea B. holding that employees failure to comply with employers rule requiring employees to notify employer when a temporary job placement ended did not constitute gross misconduct because the violation was an isolated incident and employer did not try to show that its staffing ability had suffered serious or indeed any consequences as a result of employees unavailability C. holding that the employer did not engage in objectionable conduct when its supervisors handed out flyers even at a time when the employer was enforcing its otherwise valid nodistribution rule against employees D. holding that the employer had not demonstrated the employee was discharged for gross misconduct because the conduct was an isolated incident and the employer did not try to show that its staffing ability had suffered serious or indeed any consequences as a result of the employees conduct E. holding unconscionable an arbitration agreement requiring employees to arbitrate claims against the employer but not requiring the employer to arbitrate claims against the employees

assistant: The best answer is C. holding that the employer did not engage in objectionable conduct when its supervisors handed out flyers even at a time when the employer was enforcing its otherwise valid nodistribution rule against employees
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Neither the Information Memorandum nor any other information, exhibits or reports furnished by or on behalf of the Borrower to the Lead Administrative Agent or any Lender in connection with the negotiation and syndication of this Agreement or pursuant to the terms of this Agreement, when taken as a whole, as and when furnished, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements made therein not misleading in any material respect; provided , that , with respect to any projected financial information, the Borrower represents only that such information was prepared in good faith based on assumptions believed to be reasonable at the time made.

assistant: Disclosures
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 Fourth Circuit, a court must (i) determine the primary issue in controversy in the litigation, and (ii) align the parties with respect to this primary issue. See United States Fidelity & Guaranty Co. v. A & S Mfg., 48 F.3d 131, 133 (4th Cir.1995). The next relevant principle is that a claim asserted by a stockholder in a stockholder derivative suit is not her own; instead, the claim be inciple is that corporations are typically aligned as plaintiffs in stockholder derivative actions, since they stand to benefit from a successful suit. See, e.g., Reilly, 568 F.Supp. at 1073 (citations omitted). Yet, a well-settled exception to this general rule applies when a corporation is under a control “antagonistic” to the stockholder plaintiffs rights. See Koster, 330 U.S. at 523, 67 S.Ct. 828 (<HOLDING>) (citing Doctor v. Harrington, 196 U.S. 579, 25 Options: A. holding that a shareholder who disposes of his shares loses standing to bring a derivative action no longer a shareholder in the corporation the defendant cannot maintain a derivative action on its behalf B. holding that claims of corporation vest in corporation C. recognizing that the corporation is always deemed to be an indispensable party in a shareholder derivative action D. recognizing that in a derivative action the corporation for whose benefit suit is brought is a necessary party to the action E. recognizing that a corporation is properly aligned as a defendant in a shareholder derivative suit when the corporation is in antagonistic hands

assistant: The best answer is E. recognizing that a corporation is properly aligned as a defendant in a shareholder derivative suit when the corporation is in antagonistic hands
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: ( 1 ) using or exploiting errors in design , features which have not been documented , and/or `` program bugs '' to gain access that is otherwise not available , or to obtain a competitive advantage over other players .

assistant: None