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: the evidence of Morales’s substance abuse and the alleged discrepancies between his testimony at the sentencing proceedings and earlier statements he made to the police, the district court had an adequate basis for concluding that Morales’s statements were sufficiently reliable. Morales’s statements were given under oath, and much of his testimony relating to the details of the drug pick-ups made by A. Walker was corroborated by trial testimony from A. Walker’s sister, Carmen Cantrell. Also, the district court pointed to the fact that Morales had testified reliably on previous occasions before the court. Given these facts, we hold that the district court did not abuse its discretion by relying on Morales’s testimony. See United States v. Johansson, 249 F.3d 848, 857 (9th Cir.2001) (<HOLDING>); United States v. Chee, 110 F.3d 1489, 1492-93 Options: A. holding that the district court did not give the plaintiffs an adequate opportunity to be heard where it failed to conduct an in limine hearing and denied oral argument on the evidentiary issues B. holding that there was no prejudice where had the district court allowed the moving party the proper opportunity to respond the evidence would have been properly in front of the district court C. holding that defendants due process interests at sentencing were protected where district court allowed parties an opportunity to develop evidence and submit memoranda and held an evidentiary hearing where both sides had the opportunity to present witnesses and argue D. holding that due process requirements were satisfied where the plaintiff had opportunity to hear and crossexamine all adverse witnesses and to attempt to rebut their claims of insubordination and mishandling of funds E. holding that the constitutional right to present a defense is not violated by the exclusion of a defendants proffered evidence where he is otherwise given the opportunity to present his defense and crossexamine the key prosecution witnesses

assistant: The best answer is C. holding that defendants due process interests at sentencing were protected where district court allowed parties an opportunity to develop evidence and submit memoranda and held an evidentiary hearing where both sides had the opportunity to present witnesses and argue
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: possessing the authority to bind Defendant. State Sec. Ins., 145 Ill.2d at 431-32, 583 N.E.2d at 551, 164 Ill.Dec. at 635. During his deposition, Markwell acknowledged that he, through Kinsella, McNeeley, Ryan, and Markwell, Inc., represented approximately 20 insurance companies and that he was an independent contractor having limited authority to deal on behalf of a given insurance company. In addition, Markwell admitted that he did not have the authority to bind, nor did he have the authority to settle liability claims for Defendant. If Markwell was merely a broker rather an agent, Mark-well’s knowledge of Plaintiffs occurrence may not be imputed to Defendant. Economy Fire & Cas. Co. v. Bassett, 170 Ill.A Ill.App.3d 1040, 1043, 506 N.E.2d 627, 629, 106 Ill.Dec. 827, 829 (1987) (<HOLDING>); see also Equity Gen. Ins. Co. v. Patis, 119 Options: A. holding that a five month delay was unreasonable B. holding that a five month delay is unreasonable C. holding that a 13 month delay was unreasonable D. holding that a six month delay was unreasonable E. holding that a 14 month delay was unreasonable

assistant: The best answer is C. holding that a 13 month delay was unreasonable
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: on CPS Energy’s Billing Years 2005-2010. No evidence was proffered regarding CPS Energy’s pole-attachment rates in 2011, nor were allegations made in the proceedings below that CPS Energy’s 2011 pole-attachment rates were discriminatory or otherwise failed to comply with PURA Section 54.204. In similar situations involving what is essentially a pre-enforcement suit, courts have concluded that the controversy is ripe for review only if an enforcement action is not merely remote, conjectural, or hypothetical, but imminent or sufficiently likely. See Trinity Settlement Servs., LLC v. Texas State Secs. Bd., 417 S.W.3d 494, 506 (Tex. App.—Austin 2013, pet. denied); see also TXU Elec. Co. v. Public Util. Comm’n of Tex., 51 S.W.3d 275, 287-88 (Tex. 2001) (per curiam) (Owen, J., concurring) (<HOLDING>); Railroad Comm’n of Tex. v. CenterPoint Options: A. holding that the cocaine guidelines are advisory only B. holding guidelines to be only advisory C. holding that commissions decision that an adjustment for loss on reacquired debt should be made in future proceedings was an advisory and premature finding D. holding that exercising control over other participants is one factor among many that should be considered not a requirement for applying the adjustment E. holding as an investment for future development

assistant: The best answer is C. holding that commissions decision that an adjustment for loss on reacquired debt should be made in future proceedings was an advisory and premature 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 legal provision and list the applicable contract clause categories. Provision: The Company confirms that neither the Company nor any other Person acting on its behalf has provided the Holder or its agents or counsel with any information that constitutes or could reasonably be expected to constitute material, nonpublic information. The Company understands and confirms that the Holder will rely on the foregoing representations in effecting transactions in the securities of the Company.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Other than the litigation disclosed in the Company’s most recent SEC Reports (as defined below), no litigation or governmental proceeding is pending or threatened against the Company which may have a materially adverse effect on the financial condition, operations or prospects of the Company, and to the knowledge of the Company, no basis therefore exists.

assistant: Litigations
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 and the Confidentiality and Assignment Agreement constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, including the Prior Agreement (other than Sections __ and __ thereof), between the Parties concerning such subject matter; provided that, the restrictions set forth in Section 4 of the Confidentiality and Assignment Agreement shall not apply following the Restricted Period.

assistant: Integration
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 interest in respect of the unpaid principal amount of each Loan from the date of Borrowing thereof until the maturity thereof (whether by acceleration or otherwise) at a rate per annum equal to 11.0%.

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: (a) Each of PictureTel and Polycom shall (ii) not disclose the Confidential Information to any third party, except for disclosures to its directors, executive officers and representatives of its advisors (such as independent accountants, investment bankers, consultants and attorneys) acting on its behalf (collectively, its "Representatives") who in each case, in such party's reasonable judgment, need to know such information for the purpose of evaluating a possible Transaction and who are set forth on Annex A hereto, as it may be amended by the parties from time to time;

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

user: Read the following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 355 U.S. 391 78 S.Ct. 381 2 L.Ed.2d 355 CITIES SERVICE GAS COMPANY, a Corporation, appellant,v.STATE CORPORATION COMMISSION OF KANSAS et al. No. 85. Supreme Court of the United States January 20, 1958 Rehearing Denied March 3, 1958. See 355 U.S. 967, 78 S.Ct. 531. Mr. Joe Rolston, (Messrs. Conrad C. Mount, O. R. Stites and Mark H. Adams, on the brief), for appellant. Solicitor General Rankin (Assistant Attorney General Doub, Messrs. Paul W. Sweeney, Robert S. Green, Willard W. Gatchell and Howard E. Wahrenbrock, on the brief), for Federal Power Commission, as amicus curiae. Messrs. Dale M. Stucky and Frank G. Theis (Mr. Clyde Milligan, on the brief), for appellees. Messrs. Bruce Bennett, Atty. Gen. of Arkansas, Duke W. Dunbar, Atty. Gen. of Colorado, John Anderson, Atty. Gen., of Kansas, Jack P. F. Gremillion, Atty. Gen. and Bailey Walsh, Special Asst. Atty. Gen., of Louisiana, Joe T. Patterson, Atty. Gen. of Mississippi, C. S. Beck, Atty. Gen. of Nebraska, Fred M. Standley, Atty. Gen. of New Mexico, Leslie R. Burgum, Atty. Gen. of North Dakota, Mac. Q. Williamson, Atty. Gen. of Oklahoma, Will Wilson, Atty. Gen., and James N. Ludlum, First Asst. Atty. Gen., of Texas. E. R. Callister, Atty. Gen. of Utah, and Thomas O. Miller, Atty. Gen. of Wyoming, as amici curiae. Messrs. Latham Castle, Atty. Gen. of Illinois and William C. Wines, Asst. Atty. Gen., as amici curiae. PER CURIAM. 1 The judgment is reversed. Phillips Petroleum Co. v. Wisconsin, 347 U.S. 672, 74 S.Ct. 794, 98 L.Ed. 1035; Natural Gas Pipeline Co. v. Panoma Corporation, 349 U.S. 44, 75 S.Ct. 576, 99 L.Ed. 866.

assistant: 8
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 agrees to execute and deliver, after the date hereof, without additional consideration, any additional documents, and to take any further actions, as may be necessary to fulfill the intent of this Agreement and the transactions contemplated hereby.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Borrower shall, and shall cause Operator, GEN or any Affiliate to, on request of Lender from time to time, execute, deliver, and furnish documents as may be necessary to fully consummate the transactions contemplated under this Agreement. Within 15 days after a request from Lender, Borrower shall provide to Lender such additional information regarding Borrower, GEN or Operator, or Borrower’s, GEN’s or Operator’s financial condition or the Facility as Lender, or any existing or proposed creditor of Lender, or any auditor or underwriter of Lender, may require from time to time, including, without limitation, a current Borrower’s Certificate and Facility Financial Report in the form of Exhibit G.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to the requirement of a warrant. See id. at 815; Gore v. State, 451 S.W.3d 182, 198 (Tex.App.—Houston [1st Dist.] 2014, pet. refd). Thus, whether law enforcement might be excused from obtaining a warrant in the context of a DWI suspect with dissipating alcohol is analyzed under a totality-of-the-circumstances review for exigent circumstances. Id. at 797 (relying on McNeely, 133 S.Ct. at 1557-58). To the extent seareh-and-seizure law changed because of McNeely and Villarreal, 'this court has held that the State may not rely on a “good-faith” exception to allow admission of evidence taken without a warrant in violation of the Fourth Amendment by arguing that the officer relied on a good-faith belief that a statute permitted the warrantless search. Tercero, 467 S.W.3d at 6, 8, 10 (<HOLDING>); see State v. Hill, No. 03-13-00834-CR, 484 Options: A. holding that officers good faith belief that transportation code permitted nonconsensual warrantless blood draw is irrelevant to whether blooddraw results should be suppressed under fourth amendment B. recognizing good faith exception to fourth amendment exclusionary rule C. holding that the dissipation of alcohol from a persons blood stream constitutes a sufficient exigency to justify a warrantless blood draw D. holding that independent of the implied consent law the fourth amendment requires an arrestees consent to be voluntary to justify a warrantless blood draw E. holding that motive of officers is generally irrelevant to fourth amendment analysis

assistant: The best answer is A. holding that officers good faith belief that transportation code permitted nonconsensual warrantless blood draw is irrelevant to whether blooddraw results should be suppressed under fourth amendment
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: in respect of users located in the eea who wish to receive services , and/or provide user submissions , and/or provide or access content via the site , such users may have a right to cancel these terms of use under the european distance selling directive ( 97/7/ec ) ( `` directive '' ) within 7 days of accepting these terms of use solely to the extent such right applies under the directive to such users , save that if such right to cancel applies , it shall cease to exist from the time of actual use of the services , and/or provision of the user submissions , and/or provision or access of content via the site by such users .

assistant: None
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

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: Each Borrower will comply, and cause each Subsidiary to comply, with the requirements of all applicable Laws and Material Contracts, except to the extent that failure to so comply could not reasonably be expected to (a) have a Material Adverse Effect, or (b) result in any Lien other than a Permitted Lien upon either (i) a material portion of the assets of any such Person in favor of any Governmental Authority, or (ii) any Collateral which is part of the Borrowing Base.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: and no independent wrong is charged on behalf of the master, liability is entirely derivative, being founded upon the doctrine of respondeat superior. (Kirk v. Michael Reese Hospital & Medical Center (1987), 117 Ill. 2d 507, 533.) "[T]o impute the negligence of one person to another, such persons must stand in a relation of privity and there is no such thing as imputable negligence except in those cases where such a privity as master and servant or principal and agent exists.” (Palmer v. Miller (1942), 380 Ill. 256, 259-60.) The master’s liability is merely by reason of the contractual relationship. (Palmer, 380 Ill. at 259; see also W. Keeton, Prosser & Keeton on Torts § 69 (5th ed. 1984).) Absent an employment relationship, the doctrine does not apply. See Palmer, 380 Ill. at 259-60 (<HOLDING>); see also Raglin v. HMO Illinois, Inc, (1992), Options: A. holding inter alia that a municipality cannot be held liable under section 1983 on a respondeat superior theory B. holding governmental entity liable for malicious harassment of its employee under doctrine of respondeat superior C. holding that municipality may not be held liable under 1983 upon theory of respondeat superior D. holding that a municipality cannot be liable on a respondeat superior theory E. holding that minor cannot establish relationship of master and servant and so cannot be held liable under doctrine of respondeat superior

assistant: The best answer is E. holding that minor cannot establish relationship of master and servant and so cannot be held liable under doctrine of respondeat superior
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: None of the factual information and data heretofore or contemporaneously furnished in writing by or on behalf of any Loan Party to any Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or any other Loan Document (as modified or supplemented by other information so furnished) when taken as a whole contains any material misstatement of fact or omits to state any material fact necessary to make such factual information and data (taken as a whole), in the light of the circumstances under which it was delivered, not materially misleading; it being understood that for purposes of this Section 5.13, such factual information and data shall not include projections and pro forma financial information or information of a general economic or general industry nature.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: as here, there is some evidence connecting defendant to those threats, testimony concerning the threats is admissible on the issue of consciousness of guilt.”); State v. Soke, 105 Ohio App.3d 226, 663 N.E.2d 986, 1001 (1995) (“[W]e note that evidence of threats or intimidation of witnesses reflects a consciousness of guilt and is admissible as admission by conduct.”); State v. Hicks, 333 N.C. 467, 428 S.E.2d 167, 177 (1993) (overruled on other grounds by State v. Buchanan, 353 N.C. 332, 543 S.E.2d 823 (2001)) (“An attempt by a defendant to intimidate a witness in an effort to prevent the witness from testifying or to induce the witness to testify falsely in his favor is relevant to show the defendant’s awareness of his guilt.”); Ransom v. State, 920 S.W.2d 288, 299 (Tex.Crim.App.1994) (<HOLDING>); People v. Lucas, 151 Ill.2d 461, 177 Ill.Dec. Options: A. holding that rule 404b evidence is admissible in rebuttal B. holding that evidence of threats or intimidation of a witness is admissible under rule 404b to show consciousness of guilt C. holding that structural evidence showing the inception of the conspiracy prior to the charged activities was admissible under rule 404b D. holding defendants false exculpatory statements admissible to show consciousness of guilt E. holding criminal acts designed to reduce the likelihood of conviction including threats against witnesses are admissible under rule 404b as showing consciousness of guilt

assistant: The best answer is E. holding criminal acts designed to reduce the likelihood of conviction including threats against witnesses are admissible under rule 404b as showing consciousness of guilt
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Corporation shall be entitled to deduct and withhold from any payment payable pursuant to this Agreement such amounts as the Corporation is required to deduct and withhold with respect to the making of such payment under the Code, or any applicable provision of state, local or foreign Tax law, provided that with respect to the Existing Stockholders only, the Corporation (i) gives ten (10) days advance written notice of its intention to make such withholding to the Existing Stockholders Representative, (ii) identifies the legal basis requiring such withholding and (iii) gives the Existing Stockholders Representative an opportunity to establish that such withholding is not legally required. To the extent that amounts are so withheld and paid over to the appropriate Taxing Authority by the Corporation, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Existing Stockholders. The Corporation shall provide evidence of such payments to the Existing Stockholders (through the Existing Stockholders Representative) to the extent that such evidence is available.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: held in joint tenancy, has been interpreted to allow a joint tenant to disclaim an interest only in that tenant’s accretive interest, not in his or her proportional interest. Id. The rationale for this interpretation is that a disclaimer can only apply "to property which passes upon death to the disclaimant, not to property owned by the disclaimant prior to the death.” Id. 2 . We express no opinion on whether the legislature's hypothetical divestiture of a joint tenant's proportional interest would be an unconstitutional forfeiture. Compare In re Estate of Shields, 1 Kan.App.2d 688, 574 P.2d 229, 233 (1977) (indicating murderer's loss of undivided interest would constitute an unconstitutional forfeiture), with In re Estate of Fiore, 16 Ohio App.3d 473, 476 N.E.2d 1093, 1097 (1984) Options: A. holding statute requiring that murderer be deemed to have predeceased victim thereby entitling victim to all joint tenancy property was not an unconstitutional forfeiture B. holding that the government may be an identifiable victim C. holding the harmed victim need not be the victim of the offense of conviction D. holding that the victim impact and victim vulnerability aggravators were not overbroad and explaining that though the concepts of victim impact and victim vulnerability may well be relevant in every case evidence of victim vulnerability and victim impact in a particular case is inherently individualized E. holding that victim impact evidence properly reminds the sentencer that just as the murderer should be considered as an individual so too the victim is an individual whose death represents a unique loss to society and in particular to his family

assistant: The best answer is A. holding statute requiring that murderer be deemed to have predeceased victim thereby entitling victim to all joint tenancy property was not an unconstitutional forfeiture
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, all of which taken together shall constitute one and the same instrument, and any of the parties hereto may execute this Agreement by signing any such counterpart. A set of the copies of this Agreement signed by all the parties hereto shall be retained by the Borrower and the Administrative Agent. Delivery of an executed counterpart of a signature page of this Agreement by e-mail or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Agreement.

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: (5th Cir.1974). In order to show that a homestead has been abandoned, there must be a strong showing that the debtor did not intend to return to the residence. In re Goode, 146 B.R. 860 (Bankr.M.D.Fla.1992). A debtor that leaves his home for financial, health, or family reasons does not abandon the homestead. In re Imprasert, 86 B.R. 721, 723 (Bankr.M.D.Fla. 1988). Temporary absences from the homestead residence for reasons of busine olding that where property was occupied as residence of the bankrupts on the day they filed bankruptcy, it was entitled to a homestead exemption, even though the bankrupts intended to, and did, leave that house permanently on the following day) (citing Beensen v. Burgess, 218 So.2d 517 (Fla. 4th DCA 1969); In re Beebe, 224 B.R. 817 (Bankr.N.D.Fla.1998)) (<HOLDING>). In the present instance, Debtor admitted that Options: A. holding even though debtor would have been entitled to iowa homestead exemption but for former spouses iowa code section 59821 lien debtor could not avoid the lien because it attached to the homestead prior to or simultaneously with debtors acquisition of the interest in the homestead B. holding that homestead exemption was unavailable even though claimants were living on the land and claiming it as homestead with the permission or acquiescence of the owner for they could have no homestead right or interest in land to which they had no title C. holding that debtors did not abandon homestead and lose benefits of homestead exemption simply because they had left property with no intention of returning in order to move into rental housing closer to debtorhusbands new job D. holding that the general homestead exemption may not be invoked to defeat claims against the holder for taxes and assessments against the homestead property E. holding that the general rule is that temporary absence from the premises will not itself cause an abandonment of the homestead but to retain the homestead exemption one leaving the homestead must in good faith intend to return albeit the intent to return need not be at any particular time in the future

assistant: The best answer is C. holding that debtors did not abandon homestead and lose benefits of homestead exemption simply because they had left property with no intention of returning in order to move into rental housing closer to debtorhusbands new job
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: Fees reflected in this Agreement do not include taxes. Neither Party is liable for any taxes the other Party or its Affiliates are legally obligated to pay (or for any penalties or interest thereon) and which relate to any transactions contemplated under this Agreement. Each Party will pay any sales, use or value added taxes (and any penalties or interest thereon) it and its Affiliates owe due to entering into this Agreement or otherwise arising from the transactions contemplated by this Agreement, and which the law requires be collected from or paid by such Party or Affiliate. The Parties will not collect taxes covered by a valid exemption certificate provided by the other or its Affiliates. If the law requires that taxes be withheld from any payments from one Party to the other, such amounts will be withheld and paid to the appropriate taxing authority. The Party that withholds such taxes will deliver to the other an official receipt for all taxes withheld. The Parties and their Affiliates will use reasonable efforts to minimize any taxes withheld to the extent allowed by law. Despite any other provision in this Agreement, this section governs the treatment of all taxes relating to this Agreement.

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: For avoidance of doubt, in this Agreement “third party” means any party other than Client and AfriGIS and their holding and subsidiary companies or agents. 3.4 Notwithstanding anything to the contrary contained in this Agreement the Parties agree that the Confidential Information may be disclosed by the Receiving Party to its professional advisors on a need-to-know basis; provided that that Party takes whatever steps are necessary to procure that such professional advisors agree to abide by the terms of this Agreement to prevent the unauthorised disclosure of the Confidential Information to third parties.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each party hereto has cooperated in the drafting and preparation of this Agreement. In any construction to be made of this Agreement, the same shall not be construed against any party on the ground that said party drafted this Agreement. This Agreement shall be deemed to have been executed and delivered within the State of Texas, and the rights and obligations of the Parties hereunder shall be construed and enforced in accordance with, and governed by, the laws of the State of Texas, in effect as of the date hereof.

assistant: Construction
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 constitutes the entire agreement among the parties and supersedes all prior communications, agreements and understandings, written or oral, with respect to the terms and conditions of the Executive’s secondment to the China Co..

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No approval or consent of, or filing with, any person, entity or Governmental Authority is required in connection with the transactions contemplated hereby or the execution, delivery or performance by Buyer of this Agreement or any other agreement or document delivered by or on behalf of Buyer in connection herewith, except for same that have already been made or received by Buyer.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Flavin argued and the trial court found that this statement was absolutely privileged pursuant to section 587 of the Restatement. In a defamation action, a claim of absolute privilege is treated as an affirmative defense. Lykowski v. Bergman, 299 c. App. 3d 157, 165 (1998). Where a defendant moves for summary judgment based on an affirmative defense, the defendant must present admissible evidentiary matter sufficient to establish a factual basis for the affirmative defense raised. Soderlund Brothers, Inc. v. Carrier Corp., 278 Ill. App. 3d 606, 615 (1995). Section 587 of the Restatement provides: “A party to private litigation or a private prosecutor or defendant in a criminal prosecution is absolutely privileged to publish defamatory matte , 234 Ill. App. 3d 257, 260 (2d Dist. 1992) (<HOLDING>). Neither the First District nor our supreme Options: A. recognizing rule B. recognizing the same rule in texas courts C. holding that when a statute directly and irreconcilably conflicts with a supreme court rule on a matter within the courts authority the rule prevails D. holding that exclusionary rule to be applied as a matter of state law is no broader than the federal rule E. recognizing public or official writings exception and noting that the same rule prevails in the courts of all of the states of this union

assistant: The best answer is C. holding that when a statute directly and irreconcilably conflicts with a supreme court rule on a matter within the courts authority the rule prevails
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: cause.” Hill v. St. Louis University, 123 F.3d 1114, 1120 (8th Cir.1997). The statutes serve a narrow purpose and do not prohibit employment decisions based on poor job performance, erroneous evaluations, or unsound business practices. Id. (emphasis added). Although Title VII tolerates no discrimination whether subtle or otherwise, this circuit has also acknowledged that employers have wide latitude to make business decisions. “[A]n employer has the right to ... assign work, to change an employee’s duties, to refuse to assign a particular job, and to discharge — for good reason, bad reason, or no reason at all, absent intentional ... discrimination.” Walker v. AT & T Phone Ctr., Inc., 995 F.2d 846, 849-50 (8th Cir.1993); Neufeld v. Searle Laboratories, 884 F.2d 335, 340 (8th Cir.1989) (<HOLDING>); Smith v. Monsanto Chem. Co., 770 F.2d 719, Options: A. recognizing that pursuant to the business judgment rule the decisions of business professionals on the board of directors should be presumed valid B. recognizing that courts have no business telling companies how to make personnel decisions which may be objectively or subjectively based C. holding that this courts review of board decisions is limited to final orders or final decisions D. holding that under praprotnik city manager had final policymaking authority regarding personnel decision despite city charters command that all personnel decisions be made according to merit and fitness E. recognizing that decisions of other courts that have examined these questions are relevant

assistant: The best answer is B. recognizing that courts have no business telling companies how to make personnel decisions which may be objectively or subjectively based
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 provisions of Section 14(d)(i) of the Plan are incorporated herein by reference and made a part hereof. The Participant shall satisfy such Participant’s withholding liability referred to in Section 14(d)(i) of the Plan by having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of the Award a number of shares with a Fair Market Value equal to such withholding liability, provided that the number of such shares may not have a Fair Market Value greater than the minimum required statutory withholding liability unless the Participant elects a higher withholding rate and the Committee determines that such higher withholding rate will not result in adverse accounting consequences.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Following the expiry of the Certain Funds Period, any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans; provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation.

assistant: Participations
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: Dismissal of Ogden Teck’s potentially meritorious cross-claim against Terrazzo serves no one’s interest but Terrazzo’s. Terrazzo’s discovery rights are simply not the discovery rights that the trial court was properly protecting by imposing the sanction in this case, and it was an abuse of the court’s discretion to attempt to do so in this instance. In essence, Terrazzo received a windfall due to the over-breadth of the trial court’s sanction, because Terrazzo was wholly removed from the instant discovery dispute. The trial court failed to aim its sanction at the specific misconduct of Ogden Teck, and in so doing, ran afoul of the requirement that the sanction imposed be reasonable — comprehensive, yet not overly broad. See Downey v. Dixon, 294 S.C. 42, 362 S.E.2d 317 (Ct.App.1987) (<HOLDING>). Indeed, the sanction imposed in this case is Options: A. holding that the trial court erred by giving a misleading instruction B. holding that the trial court erred by dismissing the plaintiffs defamation claim C. holding that the trial court erred by imposing a sanction that was too lenient to adequately serve to protect the rules D. holding that trial court erred by imposing sanctions against attorney without notice and hearing but error was cured by attorneys subsequent challenge to sanctions E. holding that the trial court erred by granting the defendants motion to dismiss

assistant: The best answer is C. holding that the trial court erred by imposing a sanction that was too lenient to adequately serve to protect the rules
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 Guarantor agrees to be jointly and severally liable for the payment of all reasonable fees and expenses, including Attorney Costs, incurred by any Floorplan Secured Party in connection with the enforcement of this Guaranty Agreement, whether or not suit be brought.

assistant: Expenses
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: alleged that he again raped the victim on or about the Wednesday before Thanksgiving of 1989. Count four alleged that the defendant committed incest with the victim on or about the same date as count three, the Wednesday before Thanksgiving, 1989. Count five alleged that he committed incest with the victim on or about January 3, 1992. On the first day of the trial, October 12, 1993, the trial court conducted a jury-out hearing on the defendant’s motion to prohibit the State from introducing evidence of uncharged sexual misconduct. The defendant’s trial counsel argued that evidence of prior “bad acts” should be excluded under Tennessee Rule of Evidence 404(b), which generally prohibits the introduction of character evide Tenn.1994); Martin v. State, 584 S.W.2d 830 (Tenn.Crim.App.1979) (<HOLDING>), overruled by State v. Rickman, 876 S.W.2d 824 Options: A. holding that evidence of uncharged incest with the same victim is admissible to illustrate the relationship existing between the defendant and the victim B. holding that evidence of prior uncharged sexual conduct with the victim is admissible to corroborate the victims testimony C. holding that evidence of incest with the same victim prior to or after the offense charged is admissible to corroborate proof of the incident relied upon for conviction D. holding evidence of past uncharged sexual encounters admissible in child sexual abuse case to show relationship between defendant and alleged victim E. holding that uncharged sexual acts committed upon the same victim are admissible to show the conduct of the defendant toward the victim and to corroborate the evidence of the offense charged in the indictment

assistant: The best answer is A. holding that evidence of uncharged incest with the same victim is admissible to illustrate the relationship existing between the defendant and the victim
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, for all purposes, shall be construed in accordance with the laws of Florida without regard to conflicts of law principles. Any action or proceeding by either of the parties to enforce this Agreement shall be brought only in a state or federal court located in the state of Florida, county of Miami-Dade. The parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: and assist in the preparation of his defense.” It is well settled that a defendant does not have an absolute right to a competency hearing where the examining doctors have reported that he is competent to stand trial. Clifford v. State, 457 N.E.2d 536, 540 (Ind.1984). Our statute and due process considerations require that a hearing take place only if the evidence before the court raises a reasonable doubt as to the defendant’s competency. Id. Here, Wheeler himself did not file a motion to challenge competency and there were written findings by a doctor that Wheeler was competent. We cannot say that the trial court erred in concluding that there was no reasonable doubt as to competency and in failing to hold a hearing-on competency. Woods v. State, 547 N.E.2d 772, 788 (Ind.1989) (<HOLDING>), abrogated on other grounds by Richardson v. Options: A. holding that where no factual dispute is raised no hearing is required B. holding that due process guarantees were not violated where a defendant was excluded from a witness competency hearing and noting that the hearing did not concern the witnesses substantive testimony C. holding that expert reports were not required to mention the defendant hospital because reports were based upon the actions of hospital physicians D. holding no evidentiary hearing was required where the affidavits of the defendant and his wife were directly contradicted by the defendants sworn testimony during the plea hearing E. holding that no hearing was required where there were written reports supporting defendants competency

assistant: The best answer is E. holding that no hearing was required where there were written reports supporting defendants competency
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: 728, 733, 13 Cal.Rptr. 104, 107, 361 P.2d 712, 715 (1961). MHC's argument misrepresents California law on this matter. A mandamus action may, and in this case does, preclude further litigation. 13 . The Counts at issue here are: substantive due process (fair hearing, biased hearing officer, and arbitrary, capricious, and unreasonable burden); equal protection; as-applied takings claim for general application of the Ordinance; and facial takings claim. Claims related to the second homeowner exemption and the Individual Defendants are not affected by this analysis. Those are separate from the MHC's general claims against the Ordinance. 14 . This claim is now foreclosed by the Supreme Court's decision in Lingle v. Chevron U.S.A., - U.S. -, -, 125 S.Ct. 2074, 2087, 161 L.Ed.2d 876 (2005) (<HOLDING>). 15 . Del Monte Dunes dealt with land use Options: A. holding the substantially advances formula is not a valid takings test and indeed it has no proper place inour takings jurisprudence B. holding that no takings claim can arise unless a permit is denied C. holding the takings clause inapplicable to the states of its own force D. holding that taxes are not takings unless the government tries to achieve through special taxes what the takings clause of the fifth amendment forbids if done directly E. recognizing that takings cases are based on the proper exercise of statutory and regulatory authority

assistant: The best answer is A. holding the substantially advances formula is not a valid takings test and indeed it has no proper place inour takings jurisprudence
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 Grantee shall, not later than the date as of which the receipt of this Agreement becomes a taxable event for federal income tax purposes, pay to the Company or make arrangements satisfactory to the Board for payment of any federal, state, and local taxes required by law to be withheld on account of such taxable event. Except in the case where an election is made pursuant to Section 6 below, the required minimum tax withholding obligations of the Company may be satisfied, in whole or in part, by the Company withholding from the Restricted Shares to be issued a number of Restricted Shares with an aggregate Fair Market Value that would satisfy the withholding amount due.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if messages sent to the e-mail address you provide are returned as undeliverable , then the company may terminate your account immediately without notice to you and without any liability to you or any third party .

assistant: None