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: No provision of this Agreement providing for any specific remedy to a party shall be construed to limit such party to that specific remedy, and any other remedy that would otherwise be available to such party at law or in equity shall also be available. The parties also intend that the rights and remedies hereunder be cumulative, so that exercise of any one or more of such rights or remedies shall not preclude the later or concurrent exercise of any other rights or remedies.

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 case excerpt and choose the best holding from the options. Case excerpt: (1970)). Therefore, permitting discovery on Plaintiffs’ equal protection claims would prove futile as it would not serve to defeat summary judgment. Accordingly, Plaintiffs’ equal protection claims are dismissed with prejudice. d. Plaintiffs’ Negotiorum Gestio Claim Plaintiffs seek additional discovery on their negotiorum gestio claim. Specifically, Plaintiffs argue that “[o]ne key element determining the.extent of plaintiffs’ property interest may be the length of time the City was unaware of Monumental Task Committee’s volunteer efforts.” Once again, the Court finds that additional discovery on this claim would be futile. The Fifth Circuit’s opinion made clear that Plaintiffs failed to present a prima facie case in support of their negoti-orum gestio claim. Chao, 678 Fed.Appx. at 252 (<HOLDING>). Further, the Louisiana Fourth Circuit Court Options: A. holding party must support argument with legal authority B. holding estoppel claim could not lie in tort where the facts that support the claim could not support a claim for fraud or misrepresentation C. holding that a claim is entirely without color when it lacks any legal or factual basis conversely a claim is colorable when it has some legal and factual support considered in light of the reasonable beliefs of the individual making the claim D. holding that plaintiffappellants negotiorum gestio claim wholly lacked legal viability or support E. holding that a litigant must support an argument with legal authority

assistant: The best answer is D. holding that plaintiffappellants negotiorum gestio claim wholly lacked legal viability or support
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: Nothing contained in this Amendment, or any other communication between or among any Agent, Lenders and any Borrower, shall be construed as a waiver by the Agent or Lenders of any covenant or provision of the Credit Agreement, the Other Documents, this Amendment or any other contract or instrument between or among any Borrower, any Agent and/or Lenders, or of any similar future transaction, and the failure of any Agent and/or Lenders at any time or times hereafter to require strict performance by any Borrower of any provision thereof shall not waive, affect or diminish any right of the Agent and/or Lenders to thereafter demand strict compliance therewith. Nothing contained in this Amendment shall directly or indirectly in any way whatsoever either: (i) impair, prejudice or otherwise adversely affect the Agent’s or any Lender’s right at any time to exercise any right, privilege or remedy in connection with the Credit Agreement or any Other Documents, each as amended hereby, (ii) except as expressly provided herein, amend or alter any provision of the Credit Agreement or any Other Documents or any other contract or instrument, or (iii) constitute any course of dealings or other basis for altering any obligation of any Borrower under the Credit Agreement or any Other Documents or any right, privilege or remedy of any Agent or any Lender under the Credit Agreement, any Other Documents or any other contract or instrument. The Agent and Lenders hereby reserve all rights granted under the Credit Agreement, the Other Documents, this Amendment and any other contract or instrument between or among any Borrower, any Agent and Lenders, each as amended hereby.

assistant: No Waivers
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 any number of counterparts, and by facsimile or portable document format (pdf) transmission, and each of such counterparts shall for all purposes be deemed to be an original and all such counterparts shall together constitute but one and the same instrument.

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: ACORN, 211 F. Supp. 2d at 1170-71 (prohibition in arbitration provision on class wide relief unconscionable under California law); Leonard v. Terminix Int'l Co., L.P., 854 So.2d 529, 538-39 (Ala. 2002) (arbitration clause prohibiting class action unconscionable); Szetela v. Discover Bank, 118 Cal. Rptr. 2d 862, 866-68 (Cal. Ct. App. 2002) (prohibition in arbitration provision on class wide relief unconscionable); State ex rel. Dunlap v. Berger, 567 S.E.2d 265, 278-80 (W. Va. 2002) (exculpatory language in arbitration provision preventing class relief unconscionable). But see Vernon v. Drexel Burnham & Co., 125 Cal. Rptr. 147 (Cal. Ct. App. 1975) (under California law, upholding an implied prohibition on the "consolidation of claims" in arbitration provision). 62 Ting, 319 F.3d at 1151 (<HOLDING>); Circuit City Stores, Inc. v. Adams, 279 F.3d Options: A. holding fee splitting provision of arbitration agreement unconscionable under california law B. holding that an arbitration fee allocating scheme in an employment contract would alone render the arbitration provision unconscionable under california law C. holding that an arbitration provision in a credit card cardholder agreement was not unconscionable D. holding arbitration provision of automobile installment sales agreement unconscionable E. holding arbitration clause in credit card agreement unconscionable

assistant: The best answer is A. holding fee splitting provision of arbitration agreement unconscionable under california law
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 Amendment shall be governed by, and construed in accordance with, the laws of the State of New York. The provisions of Sections 12.5 and 12.6 of the Credit Agreement shall apply to this Amendment to the same extent as if fully set forth herein.

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: Form or acquire any Subsidiary (other than any Inactive Subsidiary) unless within ten (10) Business Days (or such longer period as the Agent may consent to) after formation (i) if such Restricted Subsidiary is a Domestic Subsidiary either (A) such Domestic Subsidiary expressly joins in this Agreement as an “Issuer” and becomes jointly and severally liable for the Obligations hereunder, under the Notes, and under any other agreement among any Issuer, Agent or Noteholders and takes all other actions necessary or advisable in the opinion of the Agent to grant a first-priority perfected Lien, subject to the terms of the ABL/Term Intercreditor Agreement, in all of its assets to the extent required by the terms of this Agreement or (B) becomes a “Guarantor” by executing a Guaranty and joinders to the applicable Pledge Agreements and Security Agreements and each applicable Other Document and takes all other actions necessary or advisable in the opinion of the Agent to grant a first priority perfected Lien on all of its assets to the extent required by the terms of this Agreement and each applicable Other Document (subject to the terms of the ABL/Term Intercreditor Agreement), (ii) the Equity Interests of such Restricted Subsidiary are pledged to Agent to the extent constituting “Subsidiary Stock” and all certificates representing such Equity Interests, together with undated stock powers executed in blank, are delivered to Agent or, for so long as the Revolving Credit Agreement remains in effect, the Revolving Agent, and (iii) in the case of clauses (i) and (ii) , Agent shall have received all documents, including, without limitation, legal opinions and appraisals, that it may reasonably require in connection therewith. In addition, if any Restricted Subsidiary that was an Inactive Subsidiary ceases to be an Inactive Subsidiary, the foregoing requirements shall be complied with respect to such Restricted Subsidiary within ten Business Days (or such longer period as the Agent may consent to) after such Restricted Subsidiary ceases to be an Inactive Subsidiary.

assistant: Subsidiaries
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: 58, 83 S.Ct. 1052, 1053, 10 L.Ed.2d 191 (1963) (per curiam). This connection usually confers the immunity of the sovereign onto its officers when they act in their official capacities. 4 . Young is also intended for those cases in which the relief against the state official directly ends the violation of federal law, as opposed to cases in which that relief is intended indirectly to encourage compliance with federal law through deterrence or directly to meet third-party interests such as compensation. See Green v. Mansour, 474 U.S. 64, 68, 106 S.Ct. 423, 426, 88 L.Ed.2d 371 (1985). 5 . The Court is satisfied that the Tax Injunction Act applies to actions brought pursuant to 42 U.S.C. § 1983. See, e.g., Hawaiian Telephone Co. v. State Dep't of Labor, 691 F.2d 905, 909-910 (9th Cir.1982) (<HOLDING>). Cf. Fair Assessment, 454 U.S. at 110-11, 102 Options: A. holding that the tax injunction act barred review of a 1983 action to challenge an assessment to pay for sewer improvements B. holding federal injunction countermanding a state court injunction did not violate antiinjunction act C. holding that 1988 attorneys fees should not be awarded when the tax injunction act 28 usc 1341 bars the plaintiff from obtaining 1983 relief D. holding state is not a proper defendant under 1983 E. holding that 1983 is not an exception to the state tax injunction act

assistant: The best answer is E. holding that 1983 is not an exception to the state tax injunction act
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) Each of the Loan Parties and the other parties hereto irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against any party hereto or any Related Party of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the Loan Parties and the other parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each of the Loan Parties and the other parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except for any agreements entered into with FNTIC and CTIC in connection with their respective Subscriptions, from and after the date of this Agreement, Splitco shall not, without the prior written consent of Holders holding more than fifty percent (50%) of the Registrable Securities enter into any agreement with any holder or prospective holder of any securities of Splitco giving such holder or prospective holder any registration rights the terms of which are more favorable taken as a whole than the registration rights granted to the Holders hereunder unless Splitco shall also give such rights to such Holders.

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: This Agreement may be executed in any number of counterparts, each of which shall constitute an original but all of which, taken together, shall constitute but one and the same instrument. This Agreement may be executed by facsimile, .pdf format or other form of electronic communication and such form of execution shall be deemed to be an original signature for execution purposes.

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 legal provision and list the applicable contract clause categories. Provision: Upon the terms and subject to the conditions set forth in this Agreement, Employer hereby employs Executive, and Executive hereby accepts exclusive employment with Employer. During the Term (as defined below), Executive shall serve as President – TagStation/NextRadio and/or in such other positions as may be assigned to Executive by Employer. Executive shall have such duties, functions, authority and responsibilities as are commensurate with such positions. Executive’s services hereunder shall be performed on an exclusive, full‑time basis in a professional, diligent and competent manner to the best of Executive’s abilities. Executive shall not undertake any outside employment or business activities without the prior written consent of Employer. Executive shall be permitted to serve on the board of charitable or civic organizations so long as such services: (i) are approved in writing in advance by Employer; and (ii) do not interfere with Executive’s duties and obligations under this Agreement. It is understood and agreed that the location for the performance of Executive’s duties and services pursuant to this Agreement shall be the offices designated by Employer in Indianapolis, Indiana. If Executive is elected as a member of the Board of Directors of ECC, he shall serve in such position without additional remuneration (unless Employer elects to remunerate “inside directors”) but shall be entitled to the benefit of indemnification pursuant to the terms of Section 17.9 . Executive shall also serve without additional remuneration as a director and/or officer of one (1) or more of Employer’s subsidiaries or affiliates (including but not limited to the Broadcaster Traffic Consortium, LLC (“BTC”) if appointed to such position(s) by Employer and shall be entitled to the benefit of indemnification pursuant to the terms of Section 17.9 .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you expressly agree that your athletic activities , which may generate the user-generated content you post or seek to post on or via the services ( e.g. , running , walking , cycling , hiking ) and certain third-party activities carry certain inherent and significant risks of property damage , bodily injury , or death and that you voluntarily assume all known and unknown risks associated with these activities , even if caused in whole or part by the action , inaction , or negligence of under armour or by the action , inaction , or negligence of others .

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: you and dropbox agree that any judicial proceeding to resolve claims relating to these terms or the services will be brought in the federal or state courts of san francisco county , california , subject to the mandatory arbitration provisions below .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: at 443, 581 S.E.2d at 795. “ ‘A court cannot undertake to adjudicate a controversy on its own motion . . . before a court may act there must be some appropriate application invoking the judicial power of the court with respect to the matter in question.’ ” Id. at 444, 581 S.E.2d at 795 (emphasis omitted) (citation omitted). For this reason, a defense based upon lack of subject matter jurisdiction “cannot be waived and may be asserted at any time. Accordingly, the appellants may raise the issue of jurisdiction over the matter for the first time on appeal although they initially failed to raise the issue before the trial court.” In re Green, 67 N.C. App. 501, 504, 313 S.E.2d 193, 195 (1984) (citations omitted), see also In re Z.T.B., 170 N.C. App. 564, 568, 613 S.E.2d 298, 300 (2005) (<HOLDING>). The dissent contends that as Options: A. holding that when defects in a petition raise a question of the trial courts subject matter jurisdiction over the action the issue may properly be raised for the first time on appeal B. holding that standing is a jurisdictional issue that can be raised for the first time on appeal C. holding that a party may not raise an issue for the first time on appeal D. holding that the sovereign immunity defense may be raised for the first time on appeal E. holding that an issue not raised in the trial court cannot be raised for the first time on appeal

assistant: The best answer is A. holding that when defects in a petition raise a question of the trial courts subject matter jurisdiction over the action the issue may properly be raised for the first time on appeal
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) The Borrower agrees to pay to the Administrative Agent for the account of (i) each Tranche 1 Lender a commitment fee, which shall accrue at the Commitment Fee Rate on the average daily amount of the unused amount of the Tranche 1 Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which such Tranche 1 Commitment terminates and (ii) each Tranche 2 Lender a commitment fee, which shall accrue at the Commitment Fee Rate on the average daily amount of the unused amount of the Tranche 2 Commitment of such Lender during the period from and including the Restatement Effective Date to but excluding the date on which such Tranche 2 Commitment terminates or converts to a Tranche 1 Commitment of such Lender pursuant to the Conversion. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Commitments of the applicable Class terminate, commencing on the first such date to occur after the date hereof; provided that in the event of the Conversion of the Tranche 2 Commitments, commitment fees for the Conversion Date shall accrue only on the Converted Tranche 1 Commitments and shall not accrue on the Tranche 2 Commitments. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For the avoidance of doubt, for purposes of computing commitment fees, the Tranche 1 Commitment of a Lender shall be deemed to be used to the extent of the outstanding Tranche 1 Loans and LC Exposure of such Lender and the Tranche 2 Commitment of a Lender shall be deemed to be used to the extent of the outstanding Tranche 2 Loans of such Lender.

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 legal provision and list the applicable contract clause categories. Provision: Except as set forth on Schedule 3.1(q) , the Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage at least equal to the aggregate Subscription Amount. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

assistant: Insurances
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 been admis sible as a party admission, but his comment about what “they” might have wanted was more problematic. The Third Circuit concluded that someone not identified in the record had made a statement to the supervisor which he then related to the plaintiff. In order for the plaintiff’s testimony to be admissible, there had to be a basis for admitting the statement that “they” had made. Failing to establish a foundation to identify the unknown “they,” and thus failing to identify the “they,” the plaintiff did not meet the evidentiary requirements of both Federal Rules of Evidence 801(d)(2)(D) and 805. Id. at 1002; see Abrams v. Lightolier Inc., 50 F.3d 1204, 1216 (3rd Cir.1995) (discussing Carden); Cedeck v. Hamiltonian Fed. Savs. & Loan Ass’n, 551 F.2d 1136 (8th Cir.1977) (<HOLDING>). Though the evidence is to be viewed in the Options: A. holding that the victims statement was inadmissible when made two to three hours after victim was allegedly raped because the victims testimony supported the conclusion that her statement was made with conscious reflection B. holding that in employees age discrimination suit against former employer supervisors statement to employee was not hearsay even though the statement was offered for its truth because the statement was an admission by a party opponent C. holding that defendant who introduced hearsay statement waived objection to admission of another part of same statement D. holding that plaintiffs testimony in employment discrimination case about statement made to her by manager was inadmissible hearsay because it included statement made by others who were unidentified E. holding that a hearsay statement can itself be considered in first determining if a conspiracy existed when the statement was made

assistant: The best answer is D. holding that plaintiffs testimony in employment discrimination case about statement made to her by manager was inadmissible hearsay because it included statement made by others who were unidentified
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: use of instagram 's api is subject to a separate set of terms available here : http://instagram.com/about/legal/terms/api/ ( `` api terms '' ) .

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 case excerpt and choose the best holding from the options. Case excerpt: Wang was not entitled to asylum based solely on his wife’s alleged forced abortion, regardless of their marital status. Id. Moreover, Wang does not allege, nor is there any indication in the record, that he was persecuted for his own resistance to a coercive population control program. 8 U.S.C. § 1101(a)(42)(B). Even if Wang had refused to pay the fine out of opposition to China’s birth control policy and that act was considered an attempt to “interfere with enforcement of government policy,” he failed to establish that any consequences of his actions rose or would rise to the level of persecution. See Matter of S-L-L- 24 I. & N. Dec. 1, 10 (BIA 2006); see also Matter of T-Z-, 24 I. & N. Dec. 163, 169 (BIA 2007); Ivanishvili v. U.S. Dep’t of Justice, 433 F.3d 332, 341 (2d Cir.2006) (<HOLDING>). Further, Wang has not argued or alleged any Options: A. holding that harm must be sufficiently severe and rise above mere harassment B. holding that harm must be sufficiently severe rising above mere harassment to constitute persecution C. holding that to constitute persecution the harm must rise above mere harassment D. holding that to constitute persecution the harm must be sufficiently severe rising above mere harassment E. holding that to constitute persecution harm must be more than harassment

assistant: The best answer is C. holding that to constitute persecution the harm must rise above mere harassment
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 Employment Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to such State’s conflicts of laws provisions and each of the parties hereto irrevocably consents to the jurisdiction and venue of the federal and state courts located in the State of New York, County of New York.

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: Each of the Borrower and the Co-Borrower agrees that, as between them, in their capacity as co-obligors with joint and several liability, and the Lenders, the obligations of either of them under this Agreement may be declared to be forthwith due and payable as provided in Article VII hereof (and shall be deemed to have become automatically due and payable in the circumstances provided in said Article VII) for purposes of paragraph (a) above notwithstanding any stay, injunction or other prohibition preventing such declaration (or preventing such obligations from becoming automatically due and payable) as against either of them and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by one of them) shall forthwith become due and payable by the other, in its capacity as obligor or co-obligor, as applicable, for purposes of such paragraph (a).

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 case excerpt and choose the best holding from the options. Case excerpt: court that a settlement was made in good faith shall bar any other joint tortfeasor or co-obligor from any further claims against the settling tortfea-sor or co-obligor for equitable comparative contribution, or partial or comparative indemnity, based on comparative negligence' or comparative fault. Haw.Rev.Stat. § 663-11: "Joint tortfeasors” are "two or more persons jointly and severally liable in tort for the same injury to person or property, whether or not judgment has been- recovered against all or some of them.” 3 . See, e.g., Espaniola v. Cawdrey Mars Joint Venture, 68 Haw. 171, 707 P.2d 365 (1985) (finding that a contract allowing for indemnification between contractor and sub-contractor was not barred); AIG Haw. Ins. Co. v. Estate of Caraang, 74 Haw. 620, 851 P.2d 321 (1993) (<HOLDING>); see also, Kamali v. Hawaiian Elec. Co., 54 Options: A. holding that the mcca was not obligated to indemnify a claim under a california automobile insurance policy that was reformed into a michigan nofault automobile insurance policy five years after the subject accident and stating that the mcca can refuse to indemnify claims paid under mcl 5003163 B. holding that a closing protection letter offering to indemnify a mortgage company was not an insurance contract where although issued by an insurance company there was no distribution of the risk C. holding that plaintiff could recover medical fees not actually paid by the insurance company pursuant to an insurance contract D. holding that there may be an obligation to defend under an insurance policy even though there is no obligation to indemnify E. holding that an insurance company had to indemnify defendant driver pursuant to policy because shooting that caused accident was determined to be accidental

assistant: The best answer is E. holding that an insurance company had to indemnify defendant driver pursuant to policy because shooting that caused accident was determined to be accidental
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 repaying it. The exclusion therefore bars coverage. Next, the Diehls argue that the exclusion does not apply because a jury could conclude that Hanft was legally entitled to the loan money but merely committed legal malpractice by failing to properly secure the loans for his clients. Again, we cannot be blind to what the Diehls content in the underlying complaint: that Hanft procured the loans through “fraudulent representations.” Because the loans were procured by fraud and misrepresentation, Hanft was not legally entitled to the funds ab initio. Finally, the Diehls argue that the words “in fact” in the personal profit exclusion mean that Westport cannot deny coverage on the basis of that exclusion until the factfinder in t 0697, 2006 WL 1476206 at *7 (S.D.Ohio May 25, 2006) (<HOLDING>); Am. Chem. Soc’y v. Leadscope, Inc., No. Options: A. holding that where claims are cast wholly within policy exclusion there is no duty to defend B. holding second sentence of a nearly identical exclusion did not limit the scope of the exclusion C. holding exclusion did not absolve insurer of duty to defend because no factual or legal basis currently exists for applying the exclusion D. holding that claims were clearly excluded from coverage under assault and battery exclusion and therefore insurer had no duty to defend or indemnify E. holding that insurer had a continuing duty to defend

assistant: The best answer is C. holding exclusion did not absolve insurer of duty to defend because no factual or legal basis currently exists for applying the exclusion
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: Evidence of the existence of insurance required to be maintained pursuant to Section 10.3(b) , together with evidence that Administrative Agent and, in the case of property and casualty, that the Collateral Agent has been named as a lender’s loss payee and an additional insured on all related insurance policies.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If Participant breaches any provision of Section 12.A hereof, all outstanding RSUs, whether vested or unvested, shall be immediately forfeited and cancelled for nil consideration and the Participant shall immediately return to the Company the Shares previously received in settlement of any vested RSUs or the pre-tax income derived from any disposition of the Shares previously received in settlement of the RSUs. Participant hereby further consents and agrees that in the event of breach or threatened breach by Participant of any provision of Section A hereof, the Company shall be entitled to (a) temporary and preliminary and permanent injunctive relief and without the posting any bond or other security, (b) damages and an equitable accounting of all earnings, profits and other benefits arising from such violation, (c) recovery of all attorney’s fees and costs incurred by the Company in obtaining such relief, (d) cessation and repayment of any severance benefits paid to Participant pursuant to any agreement with the Company, including any employment agreement, severance benefit agreement, plan or program of the Company, and (e) any other legal and equitable relief to which it may be entitled, including any and all monetary damages which the Company may incur as a result of said breach or threatened breach. The Company may pursue any remedy available, including declaratory relief, concurrently or consecutively in any order, and the pursuit of one such remedy at any time will not be deemed an election of remedies or waiver of the right to pursue any other remedy. For the avoidance of doubt, a Participant exercising any of his or her rights under the DTSA shall not be considered a breach of Section 12.A hereof.

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: On the Transaction Settlement Date for each Transaction, the Purchaser shall pay the Transaction Purchase Price to the Seller, the Seller shall convey the related Primary Portfolio Excess Spread on the Transaction Portfolio to the Purchaser and the Seller shall commence servicing the Portfolio Mortgage Loans in the related Transaction Portfolio in accordance with the Servicing Contract and the Ginnie Mae Guide if such servicing has not already commenced. The Transaction Purchase Price shall be paid by wire transfer of immediately available funds.

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 legal provision and list the applicable contract clause categories. Provision: At the time of delivery to the [F.O.B. point], (subject to Subsection 4.2) title to such Products and risk of loss shall pass to Buyer. All freight, insurance, and other shipping expenses, as well as any special packing expense, shall be paid by Buyer. Buyer shall also bear all applicable taxes, duties, and similar charges that may be assessed against the Products.

assistant: Titles
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: state that it is incorporating the Patent Policy by reference, it clearly and unequivocally refers to it, stating that execution of the agreement does not waive the signer’s “rights to a percentage of royalty payments received by University, as set forth in University Patent Policy, hereinafter called ‘Policy”’ and making several other references to the Policy. The reference is called to the attention of both parties. Finally, the Patent Policy is easily available to the contracting parties given that it is printed on the reverse side of the Patent Agreement. The Court finds that the Patent Policy is thus incorporated by reference into the Patent Agreement. See, Singer v. The Regents of the University of California, No. 950381 (San Francisco Super.Ct. Mar. 1, 1996), slip op. at 8 (<HOLDING>). The Patent Policy is likewise expressly Options: A. holding in a patent infringement case that plaintiff lacked standing where it held a conditional right to license a patent and enforce license agreements but did not have the right to transfer the patent B. holding that whether an accused product infringes a patent requires significant and material consideration of patent law and thus withdrawal of reference was mandatory C. holding patent policy incorporated by reference into patent agreement D. holding that the assignor of a patent retained substantial rights in the patent and must be added as an indispensable party E. holding a nonparty to a patent infringement suit who funded an unsuccessful challenge to a patent could not file a subsequent lawsuit again challenging the patent

assistant: The best answer is C. holding patent policy incorporated by reference into patent agreement
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: transfer, or permanent impairment. Still-son v. Peterson & Hede Co., 454 N.W.2d 430, 433 (Minn.1990) (wage loss); Flint v. Am. Can Co., 426 N.W.2d 190, 191 (Minn. 1988) (functional impairment); Moes v. City of St. Paul, 402 N.W.2d 520, 527 (Minn.1987) (job transfer); see also Minn. Stat. § 176.66, subd. 1 (2000) (“The disablement of an employee resulting from an occupational disease shall be regarded as a personal injury within the meaning of the workers’ compensation law.”). Moreover, because damage is an essential element of an employee’s tort claim against a third party, the absence of a physical manifestation of illness will result in dismissal of the employee’s tort action for failure to state a claim. Dalton v. Dow Chem. Co., 280 Minn. 147, 152-53, 158 N.W.2d 580, 583-84 (1968) (<HOLDING>). Thus, the employee does not have an Options: A. holding the twoyear statute of limitations under iowa code section 8526 does not begin to run until the employee discovers or should discover in the exercise of diligence the nature seriousness and probable compensable character of the injury or disease B. holding the discovery rule does not require an expert opinion of causation but instead limitations begin to run when the employee discovers the nature seriousness and probable compensable character of the injury or disease C. recognizing hearing loss from onthejob noise as an occupational disease D. holding that interest does not begin to accrue until the date of judgment not the date of verdict E. holding that the employees thirdparty tort claim stemming from the employees occupational disease does not accrue and the statute of limitations does not begin to run until the occupational disease begins to manifest itself

assistant: The best answer is E. holding that the employees thirdparty tort claim stemming from the employees occupational disease does not accrue and the statute of limitations does not begin to run until the occupational disease begins to manifest itself
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: 294 F.3d at 79 (quoting 5 U.S.C. § 552(b)(7)(E)) ("Congress also amended Exemption 7(E) to permit withholding of ‘guidelines for law enforcement investigations or prosecutions if such disclosure could reasonably be expected to risk circumvention of the law,' thus giving further indication that the statutory threshold was not limited to records or information addressing only individual violations of the law.”). 4 . We consider today the FBI, an agency with a clear law enforcement mandate. See Church of Scientology, 611 F.2d at 748. We express no opinion as to the application of Exemption 7 to “mixed” agencies with “both administrative and law enforcement functions.” See id. 5 . The Third Circuit has taken a similar approach. See Frankenberry v. FBI, 567 Fed.Appx. 120, 124 (3d Cir. 2014) Options: A. holding that user access codes that facilitated access to a law enforcement database were properly redacted under exemption 7e B. holding that requests for metadata and database schema of law enforcement information databases qualify for exemption under 7e C. holding cia clearance and investigatory processes and related law enforcement techniques and procedures exempt under exemption 7e D. holding that records concerning polygraph examination procedures and other law enforcement techniques are protected from disclosure under exemption 7e E. holding that computer transaction and function codes that reveal how to navigate and retrieve information from a law enforcement database were properly withheld under exemption 7e

assistant: The best answer is D. holding that records concerning polygraph examination procedures and other law enforcement techniques are protected from disclosure under exemption 7e
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 removal order was pending and returned within ten years without the Attorney General’s consent; and he had presented false documents to immigration authorities during an earlier application for asylum. Olalde, who has not even challenged the second of those reasons, does not argue that either reason for deeming his application hopeless — and therefore denying him a continuance — was inconsistent with § 1255. And, indeed, both reasons are consistent with § 1255, as they are statutorily-based reasons that Olalde was inadmissible and thus ineligible to adjust his status. See Subhan, 383 F.3d at 593-94; Singh, 413 F.3d at 160. Thus, because the IJ denied Olalde’s motion to continue for reasons consistent with § 1255, we lack jurisdiction to review the denial. Ali, 502 F.3d at 664-66 (<HOLDING>); Pede, 442 F.3d at 571 (upholding denial of Options: A. holding that a district court lacks subject matter jurisdiction under the apa to review the denial of an aliens application for adjustment of status where the alien is in removal proceedings B. holding the district court did not have jurisdiction to review denial of adjustment of status where removal proceedings are pending C. holding that the bias denial of a motion to reopen based on the merits of the underlying application for adjustment of status was a discretionary decision under the adjustment of status statute and this court therefore did not have jurisdiction over an appeal of the bias ruling D. holding that this court lacks jurisdiction to review denial of motion to continue to pursue adjustment of status if application to adjust status is futile E. holding that we lack jurisdiction to review a denial of adjustment of status as a discretionary matter

assistant: The best answer is D. holding that this court lacks jurisdiction to review denial of motion to continue to pursue adjustment of status if application to adjust status is futile
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: F.2d 726, 727 (10th Cir.1991). An officer has probable cause to arrest if, under the totality of circumstances, he “learned of facts and circumstances through reasonably trustworthy information that would lead a reasonable person to believe that an offense has been or is being committed by the person arrested.” Vazquez-Pulido, 155 F.3d at 1216 (quoting United States v. Guerrero-Hernandez, 95 F.3d 983, 986 (10th Cir.1996)). Although probable cause need not be based on facts sufficient for a finding of guilt, it requires “more than mere suspicion.” Id. (citing United States v. Hansen, 652 F.2d 1374, 1388 (10th Cir.1981)). Association with persons suspected of criminal conduct or nearness to the site of illegal activity does not alone suffice. See id.; see also Hansen, 652 F.2d at 1390 (<HOLDING>). Furthermore, “probable cause is lacking when Options: A. holding that a warrantless arrest does not violate the fourth amendment if at the time of the defendants arrest police had probable cause to believe that an offense has been is being or will be committed B. holding that warrantless arrest based on probable cause did not violate the fourth amendment C. holding invalid warrant did not create probable cause for arrest D. holding that a state courts finding that the prosecutor did not have probable cause to go forward with the charges did not necessarily mean that probable cause to make the initial arrest was lacking E. holding that merely traveling with drug dealers did not create probable cause at time of defendants arrest

assistant: The best answer is E. holding that merely traveling with drug dealers did not create probable cause at time of defendants arrest
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Until December 31, 2017, you will continue to receive your base salary from TA at a rate of $300,000 per annum, and from RMR at a rate of $75,000 per annum, each payable consistent with past practices. In December 2017, you will receive a cash bonus from TA in the amount of $2,060,400, and from RMR in the amount of $515,100 (less amounts previously paid), each payable consistent with past practices. TA will also make a cash payment to you in an amount of $475,000 on December 31, 2017, which represents approximately half of the dollar value of your historical stock grants. You understand and agree that you will not receive any additional stock grants in TA, The RMR Group Inc. (“RMR Inc.”) or in any RMR managed company.

assistant: Payments