flwrlabs/fed-legal huggingface dataset:
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: leads to an adverse employment action for another employee. However, if the formal deci-sionmakers choose to act in accordance with a report, decision, or recommendation of a biased subordinate without independently evaluating the aggrieved employee’s situation, the imposition of liability may be appropriate. If such claims are accepted at face value, the subordinate’s discriminatory statements and actions may then be fairly imputed to the formal decisionmak-ers and, by virtue of them, to the employer. See e.g., Rios, 252 F.3d at 382 (noting that “[statements of non decision makers become relevant ... when the ultimate decision maker’s action is merely a ‘rubber stamp’ for the subordinate’s recommendation”); Kendrick v. Penske Transp. Servs., Inc., 220 F.3d 1220, 1231 (10th Cir.2000) (<HOLDING>); Willis v. Marion County Auditor’s Office, 118 Options: A. holding that an atwill employee may not be discharged for refusal to violate the law B. recognizing case law holding that an employer may be held liable if the manager who discharged the employee merely acted as a rubber stamp or the cats paw for a subordinate employees prejudice even if the manager lacked discriminatory intent C. holding that employer may be held liable under 1981 for discrimination by supervisory employee D. holding that an employer cannot be held liable under the ada if it had no knowledge of the employees alleged disability E. holding that a mutual fund magellan cannot be held primarily liable on a theory of respondeat superior for the alleged misstatements of its fund manager notwithstanding plaintiffs contention that the market understood that the fund manager

assistant: The best answer is B. recognizing case law holding that an employer may be held liable if the manager who discharged the employee merely acted as a rubber stamp or the cats paw for a subordinate employees prejudice even if the manager lacked discriminatory intent
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: In case any one or more of the provisions contained in this Agreement should be finally determined to be invalid, illegal or unenforceable in any respect against a Party hereto, it shall be adjusted if possible to effect the intent of the Parties. In any event, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby, and such invalidity, illegality or unenforceability shall only apply as to such Party in the specific jurisdiction where such final determination shall have been made.

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 case excerpt and choose the best holding from the options. Case excerpt: of data, however, standing alone, may not prove that an interested party failed to act to the best of its ability. In cases, such as that presented here, where the respondent claims the inability to comply with the agency’s request for information, the “to the best of its ability standard” requires, at a minimum, “that a respondent could comply, or would have had the capability of complying if it knowingly did not place itself in a condition where it could not comply.” Nippon Steel Corp. v. United States, 24 CIT-,-, 118 F.Supp.2d 1366, 1378-79 (2000). Here, as in Borden, the Department made no finding that SAIL refused to cooperate or could have provided the information requested but didn’t, thereby justifying the use of adverse inferences. See Borden, 22 CIT at -, 4 F.Supp.2d at 1246 (<HOLDING>); see also U.S. Steel Group v. United States, — Options: A. holding that the trial court failed to exercise its discretion by stating that it did not have the ability to present the transcript to the jury B. holding that the departments reasoning that de ceccos failure to provide complete and accurate information in a timely manner and its failure to clarify inconsistencies in its submissions to the record demonstrate that de ceceo has failed to cooperate to the best of its ability in this investigation was not an additional finding that de ceceo had failed to act to the best of its ability but rather was a restatement of the facts available finding C. holding that the state failed to meet its burden when the record failed to show that the jurors would or would not be available after a weeks continuance D. recognizing a cause of action for a breach of fiduciary duty in failing to provide relevant information under section 502a3 of erisa where the fiduciary had knowledge that its failure to provide the participant andor his beneficiaries with complete and accurate information would mislead them as to the coverages in effect E. holding that a common law breach of contract action will lie for the insurers failure to comply with its obligation to act in good faith and with due care in representing the interests of the insured in its failure to settle with a third party

assistant: The best answer is B. holding that the departments reasoning that de ceccos failure to provide complete and accurate information in a timely manner and its failure to clarify inconsistencies in its submissions to the record demonstrate that de ceceo has failed to cooperate to the best of its ability in this investigation was not an additional finding that de ceceo had failed to act to the best of its ability but rather was a restatement of the facts available finding
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 alleged negligence of an independent contractor. More specifically, GET argues that tour operators are not liable for the negligence of providers of transportation services. Corby, 1990 WL 488464 at 3. GET also cites numerous out-of-state cases which hold that tour operators are not liable for the negligence of third party suppliers of Grand European Inbound’s safety because GET made an inquiry into the reliability of GEI, and used it without incident for more that 10 years before Ramage’s alleged accident. B. Plaintiffs Opposition First, Ramage claims that waiver of defendant GET’s liability is contrary to public policy, and thus unenforceable and void. See Cal.Civ.Code § 1790.1. Ramage contends that he was not put on sufficient n Cal.App.3d 237, 240, 142 Cal.Rptr. 570 (1967) (<HOLDING>). Ramage contends GET expressly and impliedly Options: A. holding that a summary judgment motion must stand or fall on the grounds expressly presented in the motion B. holding that the courts denial of either a motion to dismiss or a motion for summary judgment is not a final judgment and is not reviewable C. holding that if there is any issue of fact which remains upon a motion for summary judgment the motion must be denied D. holding that in ruling on a motion for summary judgment the trial court is limited to the grounds raised in the motion E. holding the denial of a motion for summary judgment on an issue which is later submitted to the jury is not reviewable

assistant: The best answer is C. holding that if there is any issue of fact which remains upon a motion for summary judgment the motion must be denied
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Any monetary payment due Landlord hereunder, other than late charges, not received by Landlord, when due as to scheduled payments (such as Base Rent) or within thirty (30) days following the date on which it was due for non-scheduled payment, shall bear interest from the date when due, as to scheduled payments, or the thirty-first (31st) day after it was due as to non-scheduled payments. The interest ( “ Interest ” ) charged shall be equal to ten percent (10%) per annum, but shall not exceed the maximum rate allowed by law. Interest is payable in addition to the potential late charge provided for in Section 13.3.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as otherwise expressly set forth in this Article II , the Pride Shareholders make no other representations or warranties and expressly disclaims any other representations or warranties of any kind or nature, express or implied, as to the condition, value or quality of the business of Pride or the assets of Pride, and the Pride Shareholders specifically disclaims any implied representation or warranty of merchantability, usage, suitability or fitness for any particular purpose with respect to the assets of Pride, or any part thereof.

assistant: Warranties
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 action at law or in equity, including action for declaratory relief, is brought to enforce or interpret sections of this Agreement, the prevailing Party shall be entitled to reasonable attorney's fees and costs, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which such Party may be entitled.

assistant: Costs
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: Any provision in this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating or affecting the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

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 legal provision and list the applicable contract clause categories. Provision: All notices under this Agreement shall be deemed to have been properly given if delivered by overnight courier service or mailed by United States certified mail, with return receipt requested, postage prepaid to the party receiving the notice at its address set forth in the Defined Terms (or at such other address as shall be given in writing by such party to the other parties) and shall be deemed complete upon receipt or refusal of delivery.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of Releasor and Releasee hereby agrees, without the prior written consent of the other, to not disclose, and to otherwise keep confidential, the transactions contemplated hereby and the terms and conditions of this Agreement, except to the extent that disclosure thereof is required by law, rule or regulation; provided, however, that Releasor and Releasee may disclose information regarding such transactions to their respective accountants, attorneys, limited partners, shareholders and other interest holders.

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: 13:95-8.5).) However, this grievance procedure is not included in either of the Handbooks that were provided to O’Neill. While Defendants cite to the N.J.A.C. as containing this provision, they fail to point to any evidence demonstrating that they made reasonable efforts to make O’Neill aware of this process in any way. Absent any evidence that juveniles at JJC-operated facilities were educated about this procedure or had access to the materials necessary to utilize it, the Court cannot find this to be an available remedy that O’Neill was required to exhaust. See Mitchell v. Horn, 318 F.3d 523, 529 (3d Cir.2003)(administrative remedy unavailable where prison officials did not provide the required grievance forms); see also Goebert v. Lee County, 510 F.3d 1312, 1323 (11th Cir.2007)(<HOLDING>); Hemphill v. New York, 380 F.3d 680, 688 (2d Options: A. holding that an administrative remedy which is unknown and unknowable is unavailable B. holding quantum meruit unavailable to remedy invalid contract C. holding that an injunction is an extraordinary remedy D. holding that an administrative remedy was made unavailable after correctional officers did not respond to a grievance and there was no regulation addressing such a situation E. recognizing that administrative agencies routinely apply equitable estoppel in administrative hearings and that permitting them to do so is consistent with administrative remedy exhaustion requirements and separation of powers

assistant: The best answer is A. holding that an administrative remedy which is unknown and unknowable is unavailable
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 end of the Term or any early expiration of this Lease, Tenant agrees to cooperate with Landlord in the transfer of the financial responsibility and operations of the Facility to a new operator or operators, including the good faith negotiation, execution, and delivery of such operations transfer agreements, assignment agreements and bills of sale as are reasonably necessary to effect such transfer. In conjunction with, such cooperation, Tenant shall take all action reasonably necessary to effect or useful in effecting the transfer to Landlord’s nominee of any certificate of need or license from the Texas Department of State Health Services or other governmental authority regulating the use of the Facility and all service contracts, which, in either case, may be necessary or useful in the operation of the Facility by Landlord’s nominee for the Primary Intended Use.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: (strike based on age where no explanation given as to why the venireman was “too young” held pretextual); State v. Butler, 731 S.W.2d 265, 271 (Mo.App.1987) (strike of elderly individual where prosecutor stated into the record that elderly jurors are more subject to intimidation, but where no voir dire was conducted along this line, held pretextual under Batson). See also Colbert v. State, 304 Ark. 250, 801 S.W.2d 643, 646 (1991) (striking racially cognizable veniremen without even propounding a question to them raises an inference of bias under Batson). There is nothing in this record which supports a finding that the peremptory strike of juror Prince passes constitutional muster. It is, therefore, our duty to reverse. Conerly v. State, 544 So.2d 1370, 1372 (Miss.1989) (<HOLDING>). II. Six of the State’s nine peremptory Options: A. holding that retrial did not violate the double jeopardy clause where reversal based on trial error distinguishing reversal for insufficient evidence B. holding that failure to give explanation of allegations required reversal C. holding that both the unlawful possession and unlawful use prongs were met and noting that the firearm transferred to the individual was not registered making the individuals possession of it necessarily unlawful D. holding that because original interception was not unlawful subsequent use by prosecutor could not be found unlawful E. holding that a single unlawful strike compels reversal

assistant: The best answer is E. holding that a single unlawful strike compels reversal
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 question of the effect of an analogous sta y by entirety neither spouse may convey their interest voluntarily, without the consent of the other. However, RBS draws a distinction between voluntary conveyances and involuntary attachments. RBS argues, that while it is beyond dispute that no voluntary conveyance of an interest in entireties property may be made without joinder of both owners, see 27 V.S.A. § 349(a)(3), this Court’s decisions concerning involuntary attachment cannot be read to preclude prejudgment attachment of a debtor spouse’s separate interests for that spouse’s sole debt. ¶ 12. Our past decisions do not distinguish voluntary conveyances of tenancy by entirety property from involuntary attachments. See, e.g., Corey v. McLean, 100 Vt. 90, 91, 135 A. 10, 11 (1926) (<HOLDING>). Furthermore, despite RBS’s contention that Options: A. holding that marital property was not attachable for the sole debts of the husband because it was held in tenancy by entirety B. holding that property held by husband and wife in tenancy by entirety is exempt from attachment or execution for the sole debts of husband C. holding that husband and wifes failure to recite marital status in the deed did not defeat tenancy by the entirety D. holding that regardless of whether the property was held as tenants in common or by the entirety the husband was entitled to hold property as a homestead E. holding that property held by husband and wife in tenancy by entirety cannot be reached by husbands creditors absent fraud

assistant: The best answer is A. holding that marital property was not attachable for the sole debts of the husband because it was held in tenancy by entirety
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: forum. Id. Jurisdiction is not avoided, however, solely because the defendant was not physically present in the forum. Id. at 476, 105 S.Ct. 2174. The Tenth Circuit has explained that the key issue is whether the defendant’s contacts are attributable to his own actions, typically requiring affirmative conduct by the defendant which enables or promotes the transaction of business in the forum state. Rambo v. American S. Ins. Co., 839 F.2d 1415, 1420 (10th Cir.1988) (quoting Decker Coal Co. v. Commonwealth Edison Co., 805 F.2d 834, 840 (9th Cir.1986)). Here, the court concludes that plaintiff has alleged sufficient facts to establish that defendants have minimum contacts with the forum state. The parties' course of dealing inclu p., No. 98-2328-JWL, 1998 WL 928393 (D.Kan. Oct. 6, 1998) (<HOLDING>). Here, defendants were aware that they were Options: A. holding that the defendant had minimum contacts with kansas because it chose to enter into a contract with the plaintiff that was to be performed at least in part in kansas and then the defendant continued to be in contact with the plaintiff regarding the contract B. holding that the defendant had minimum contacts with kansas because it responded to the plaintiffs offer to contract despite the fact that a contract was never formally signed C. holding that the plaintiffs claims arose from a certain contract because the subject matter of the plaintiffs suit was intertwined with requirements referred to in the contract D. holding that plaintiffs express contract with the surety company precludes an implied contract with defendant E. holding personal jurisdiction did not exist over the londonbased international amateur athletic federation iaaf despite the fact that its member organization in the usa had minimum contacts with ohio where the plaintiffs contract claim did not arise out of iaafs contacts with ohio

assistant: The best answer is B. holding that the defendant had minimum contacts with kansas because it responded to the plaintiffs offer to contract despite the fact that a contract was never formally signed
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 an Event of Default, Landlord shall have, in addition to any other remedies available to Landlord at law or in equity, the option to pursue any one or more of the following remedies, each and all of which shall be cumulative and nonexclusive, without any notice or demand whatsoever.

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: at least $300,000 because of injury to two or more persons in any one accident or, at the option of the insurer, up to at least $300,000 in a single limit for these coverages, except for policies issued under the Assigned Risk Plan. Also, at least $5,000 for damage to property of others in any one accident. Additionally, insurers may offer higher benefit levels than those enumerated above as well as additional benefits. However, an insured may elect to purchase lower benefit levels than those enumerated above. Your signature on this notice or your payment of any renewal premium evidences your actual knowledge and understanding of the availability of these benefits and limits as well as the benefits and limits you have selected. 75 Pa.C.S. § 1791. 2 . For example, compare Hughes, at 539 (<HOLDING>), with Brethren Mutual Insurance Company v. Options: A. holding insureds failure to comply with notice provision in insurance policy resulted in no coverage for a newly acquired car B. holding that insurance company could sue in insureds name following assignment of insureds interest against tortfeasor C. holding insurance application containing umuim coverage limits and insureds signature was insufficient for 1734s purposes D. holding that liability insurance policy that expressly excluded coverage for the insureds intentional acts did not cover punitive damages award assessed against the insured and stating in dictum that public policy forbids insurance coverage for punitive damages E. holding insurance application with umuim coverage designation and insureds signature was suffi cient for 1734s purposes

assistant: The best answer is E. holding insurance application with umuim coverage designation and insureds signature was suffi cient for 1734s purposes
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Shares of Common Stock that are not earned as of the last day of the Measurement Period shall be forfeited. Except as specifically provided in Sections 2 and 3, shares of Common Stock that are not earned and vested and nonforfeitable on or before the date that the Participant’s employment with the Company and its Affiliates ends shall be forfeited on the date the Participant’s employment with the Company and its Affiliates ends.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of the franchisee to comply with any lawful provision of the franchise agreement and to cure such failure after being given written notice thereof and a reasonable opportunity, which in no event need be more than 30 days, to cure such failure.” Id. In the instant case, defendants argue that they have “cured” their breaches by “amending the tax returns.” While this may amount to a cure with respect to defendants’ falsification of financial reports, it certainly does not amount to a cure with regard to defendants’ other breaches. Plaintiff certainly had good cause for terminating the franchise agreement due to defendants’ other breaches and these have not yet been cured. See Two Men and a Truck/International Inc. v. Two Men and a Truck/Kalamazoo, Inc., 955 F.Supp. 784 (W.D.Mich.1997) (<HOLDING>). Plaintiffs request for an order enforcing the Options: A. holding that franchisors have a duty to act in good faith and with commercial reasonableness when terminating franchise agreements B. holding franchisor could not arbitrarily terminate franchise agreement as it would be a disregard of franchisees interests under the agreement C. holding that under michigan franchise investment law franchisees failure to comply with lawful provisions in franchise agreements by failing to pay royalties and advertising fees and failing to file monthly sales reports constituted good cause for franchisors termination of agreements where franchisor gave notice of termination in writing and franchisees made no effort to cure D. holding that litigating franchise dispute in michigan does not require that michigan law govern dispute as michigan franchise investment law does not expressly void choice of law provisions in franchise agreement E. holding that franchisees tax evasion scheme provided cause for termination

assistant: The best answer is C. holding that under michigan franchise investment law franchisees failure to comply with lawful provisions in franchise agreements by failing to pay royalties and advertising fees and failing to file monthly sales reports constituted good cause for franchisors termination of agreements where franchisor gave notice of termination in writing and franchisees made no effort to cure
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 Stockholder has the requisite corporate or similar power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery by each Stockholder of this Agreement, the performance by each Stockholder of its covenants and obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby, including to contribute the Contributed Shares and accept the Class B Exchange Shares, have been duly authorized by all necessary limited liability company or corporate actions, as applicable, on the part of each such Stockholder, and no additional corporate or similar actions on the part of any such Stockholder are necessary to authorize the execution and delivery by such Stockholder of this Agreement, the performance by such Stockholder of its covenants and obligations hereunder or the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by such Stockholder and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of such Stockholder enforceable against each Stockholder in accordance with its terms, subject to Enforceability Limitations. If such Stockholder is a trust, no consent of any beneficiary is required for the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

assistant: Authority
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 parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Support Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be brought in the Court of Chancery of the State of Delaware, New Castle County or, if such court shall not have jurisdiction, any federal court located in the State of Delaware sitting in the county of Wilmington in the state of Delaware, and each of the parties hereto hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 6(b) shall be deemed effective service of process on such party. The parties hereto agree that a final trial court judgment in any such suit, 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; provided, however, that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, such final trial court judgment.

assistant: Consent To 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: 318, 66 S.Ct. 154; see Helicopteros Nacionales, 466 U.S. at 414, 104 S.Ct. 1868 (“Even when the cause of action does not arise out of or relate to the foreign corporation’s activities in the forum State, due process is not offended by a State’s subjecting the corporation to its in personam jurisdiction when there are sufficient contacts between the State and the foreign corporation.”). ¶ 15 International Shoe and the cases immediately following it addressed only in personam jurisdiction. Thus, the sole constitutional issue when a state sought to exercise either in rem or quasi in rem jurisdiction continued to be the one posed by Pennoyer: Was the relevant property within the jurisdiction of the state? See, e.g., Hanson v. Denckla, 357 U.S. 235, 246, 78 S.Ct. 1228, 2 L.Ed.2d 1283 (1958) (<HOLDING>). The hoary doe trine of Harris v. Balk, 198 Options: A. holding that the basis of in rem jurisdiction is the presence of the subject property within the territorial jurisdiction of the forum state B. holding that where prior state court had in rem jurisdiction district court could maintain in personam jurisdiction and simply deny requests for conflicting in rem relief because district court is fully capable of preventing inappropriate conversion of the suit to a proceeding truly in rem C. holding that an action quasi in rem requires a seizure of property within the jurisdiction of the court or its equivalent D. holding that in a quasi in rem action a district court does not have jurisdiction over the res when that property is not physically within the same state as the court E. holding that a party cannot waive in rem jurisdiction under florida law and a court proceeding pursuant to in rem jurisdiction must actually possess in rem jurisdiction over the property that is the subject of the matter

assistant: The best answer is A. holding that the basis of in rem jurisdiction is the presence of the subject property within the territorial jurisdiction of the forum state
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, any of the Administrative Agent and the Collateral Agent, as the relevant Loan Document may provide, in accordance with the terms of the Loan Documents; provided , however , that the foregoing shall not prohibit ( a ) the Administrative Agent or the Collateral Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent and the Collateral Agent, as the case may be) hereunder and under the other Loan Documents, (b) any Lender from exercising setoff rights in accordance with the terms hereof (subject to Section 2.14 ), (c) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any bankruptcy, insolvency or Debtor Relief Law or (d) any Person authorized under the Intercreditor Agreement to exercise rights and remedies with respect to the Collateral; and provided , further , that if at any time there is no person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent regarding the enforcement of rights and remedies under to the Loan Documents and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.14 , any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: During the Term (as defined herein), the Company shall employ Employee as President and Chief Operating Officer. Employee may have such duties, authorities, and responsibilities as are customarily associated with this position (including, but not limited to, those duties listed on Exhibit "A") as well as such other duties as may be reasonably assigned from time-to-time (" Services "). Employee shall report to the Chief Executive Officer of the Company, or such other individual or individuals as may be designated by the Company from time-to-time.

assistant: Employment
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 Borrower and its Restricted Subsidiaries and each other Person for whose taxes the Borrower or any Restricted Subsidiary could become liable have timely filed or caused to be filed all federal, state and other material tax returns required to be filed by them, and have paid all federal, state and other material taxes, assessments made against it or its property and all other taxes, fees or other charges imposed on it or any of its property by any Governmental Authority, except where the same are currently being contested in good faith by appropriate proceedings and for which the Borrower or such Restricted Subsidiary, as the case may be, has set aside on its books adequate reserves in accordance with GAAP. The charges, accruals and reserves on the books of the Borrower and its Restricted Subsidiaries in respect of such taxes are adequate, and no tax liabilities that could be materially in excess of the amount so provided are anticipated.

assistant: Taxes
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 representations and warranties of Buyer set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing as though made on and as of the Closing, except: (i) as otherwise contemplated by this Agreement; or (ii) in respects that do not have a Material Adverse Effect on the Parties or on the benefits of the transactions provided for in this Agreement. Seller shall have received a certificate signed on behalf of Buyer by the President or Chief Executive Officer of Buyer to such effect on the Closing.

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: Executive acknowledges and agrees that: (a) the purpose of the foregoing covenants, including without limitation the noncompetition covenants of Sections 4 and 5, is to protect the goodwill, trade secrets and other Confidential Information of the Company; (b) because of the nature of the business in which the Cardinal Group is engaged and because of the nature of the Confidential Information to which Executive has access, the Company would suffer irreparable harm and it would be impractical and excessively difficult to determine the actual damages of the Cardinal Group in the event Executive breached any of the covenants of this Agreement; and (c) remedies at law (such as monetary damages) for any breach of Executive's obligations under this Agreement would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a covenant under this Agreement or threatens to commit any such breach, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any of the covenants contained in this Agreement are finally held by a court to be invalid, illegal or unenforceable (whether in whole or in part), such covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability and the remaining covenants shall not be affected thereby; provided , however , that if any of such covenants is finally held by a court to be invalid, illegal or unenforceable because it exceeds the maximum scope or duration determined to be acceptable to permit such provision to be enforceable, such covenant will be deemed to be modified to the minimum extent necessary to modify such scope or duration in order to make such provision enforceable hereunder.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be treated as confidential and is being provided to Parent and the Company solely in connection with the Merger Agreement. This Agreement may not be used, circulated, quoted or otherwise referred to in any document by Parent or the Company except with the prior written consent of the Fund in each instance; provided , that no such written consent is required for any disclosure of the existence of this Agreement to (i) the extent required by applicable Law (provided, that Parent or the Company, as applicable, will provide the Fund an opportunity to review such required disclosure in advance of such public disclosure being made) or (ii) Parent’s or the Company’s Representatives who need to know of the existence of this Agreement.

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 legal provision and list the applicable contract clause categories. Provision: Participant agrees not to disparage the Company Group, any of its products or practices, or any of its directors, officers, agents, representatives, partners, members, equity holders or Affiliates, either orally or in writing, at any time; provided that Participant may confer in confidence with Participant’s legal representatives and make truthful statements as required by law.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Every provision of this Lease is severable. If any term or provision hereof is held to be illegal, invalid or unenforceable for any reason by any duly constituted court, agency or tribunal, the legality, validity, or enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

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 case excerpt and choose the best holding from the options. Case excerpt: know the nature and cause of his harm.”) (emphasis added). Numerous Maryland appellate cases are consistent with Pennwalt, and have recognized that a claim accrues when the plaintiff knows or should know of the harm and its probable cause. See, e.g., Frederick Rd. Ltd. P’ship, 360 Md. at 96, 756 A.2d 963 (stating, in a legal malpractice case, that “before an action is said to have accrued, a plaintiff must have notice of the nature and cause of his or her injury”) (emphasis added); United Parcel Service, Inc., 336 Md. at 579, 650 A.2d 226 (quoting Hecht, and recognizing that a claim accrues when the plaintiff “ ‘knows or should know of the injury, its probable cause, and ... [the defendant’s] wrongdoing.... ’ ”); Owens-Illinois v. Armstrong, 326 Md. 107, 120-21, 604 A.2d 47 (1992) (<HOLDING>); Trimper v. Porter-Hayden, 305 Md. 31, 52, 501 Options: A. holding that in an environmental contamination ease a cause of action accrues when a plaintiff knows or reasonably should know of his or her cause of action and of the identity of a party or parties who may be responsible for the injury B. recognizing the cause of action C. recognizing that a cause of action accrues when a reasonably diligent plaintiff ascertains the nature and cause of his injury D. holding that a cause of action accrues when the claimant knew or reasonably should have known of the wrong E. recognizing cause of action

assistant: The best answer is C. recognizing that a cause of action accrues when a reasonably diligent plaintiff ascertains the nature and cause of his injury
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: Bank agrees to take such action with respect to the Accounts as shall from time to time be specified in any writing received by Bank purportedly from Debtor or Collateral Agent as provided herein. Debtor and Collateral Agent agree that: (a) Bank has no duty to monitor the balance of the Accounts; (b) until Bank receives written notice purportedly from Collateral Agent instructing Bank to cease honoring Debtor’s instructions with respect to the Accounts (the “ Block Notice ”), Debtor shall have full rights to instruct Bank with respect to the Accounts and take any and all actions with respect to the Accounts in accordance with any deposit, cash management or other agreements between Debtor and Bank governing the Accounts or relating to products or services provided for such Accounts (including, without limitation, making withdrawals therefrom (using checks, electronic funds transfers or otherwise)); (c ) following Bank’s receipt of a Block Notice, Bank may, without further inquiry, rely on and act in accordance with any instructions Bank receives which purport to be originated by Collateral Agent directing the disposition of funds in the Accounts without further consent from Debtor and notwithstanding any conflicting or contrary instructions Bank receives from Debtor, and Bank shall have no liability to Collateral Agent, Debtor or any other person in relying on and acting in accordance with any such instructions; (d) Bank shall have no responsibility to inquire as to the form, execution, sufficiency or validity of any notice or instructions delivered to it pursuant hereto, nor to inquire as to the identity, authority or rights of the person or persons executing or delivering the same; and (e) following Bank’s receipt of a Block Notice, Bank shall have a reasonable period of time within which to act in accordance with such Block Notice and other notices or instructions thereafter received by Bank from Collateral Agent with respect to the Accounts (not to exceed two (2) Business Days (as defined below) if received by 1:00 p.m. (Central time) on a Business Day, or three (3) Business Days if received after such time). Notwithstanding the preceding terms of this Section 2, it is expressly understood and agreed that any direction or request by Collateral Agent directing the disposition of funds on deposit in the Accounts will apply only to available funds on deposit in the Accounts and Collateral Agent shall make withdrawals from the Accounts only via fedwire or other electronic funds transfer.

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 case excerpt and choose the best holding from the options. Case excerpt: that the government properly struck the juror because she previously had served on a hung jury and she had expressed concerns about how fairly the defendant in that case had been treated. The district court’s determination on discriminatory intent represents a “finding of fact entitled to deference.” United States v. Steele, 298 F.3d 906, 910 (9th Cir. 2002).. Service on a hung jury represents a legitimate reason to exercise a peremptory strike. See United States v. Changco, 1 F.3d 837, 840 (9th Cir. 1993) (an “inability to relate to other jurors” is a valid, race-neutral reason for excluding a prospective juror). Hesitation regarding the fairness of criminal proceedings also provides a proper basis for a peremptory strike. See Briggs v. Grounds, 682 F.3d 1165, 1174 (9th Cir. 2012) (<HOLDING>). Further, concern about a juror’s feelings Options: A. holding that the burden of proof is on the claimant B. recognizing that the burden to establish a valid waiver of a constitutional right is upon the prosecution C. holding the prosecution to a higher burden of proof than the law required is a valid raceneutral reason for excluding a juror D. holding that the failure to properly instruct the jury on the burden of proof required a new trial E. holding that age is an acceptable raceneutral reason for striking a prospective juror

assistant: The best answer is C. holding the prosecution to a higher burden of proof than the law required is a valid raceneutral reason for excluding a juror
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 Default described in Sections 9.1(a), 9.1(b)(i), 9.1(f) or 9.1(g), and no Event of Default, shall have occurred and be continuing on such date or after giving effect to the extensions of credit requested to be made on such date.

assistant: No Defaults