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: Judges System 21 (1995) ("The Senate report [regarding the 1976 Amendments to the Federal Magistrates Act] noted that without the assistance furnished by magistrates in handling a 09 S.Ct. 2237, 104 L.Ed.2d 923 (1989) (finding that the Federal Magistrates Act's "additional duties” clause did not permit magistrates to conduct jury selection in felony trials without consent and explaining that "the carefully defined grant of authority to conduct trials of civil matters and of minor criminal cases [subject to special assignment, consent of the parties, and judicial review] should be construed as an implicit withholding of authority to preside at a felony trial. The legislative history, with its repeated statements that magistrates should handle subsidiary matters to enable distr 984) (<HOLDING>). Yet the majority opinion gives this caselaw Options: A. holding that the ninth circuits decision exceeded the limits imposed on federal habeas review by 28 usc 2254d B. holding that it is unconstitutional for a us magistrate judge to exercise jurisdiction pursuant to 28 usc 636c over a 2255 motion C. holding that referrals of civil matters to magistrates pursuant to 28 usc 636c are constitutional for essentially the reasons stated by our sister circuits D. holding that equitable tolling is available for petitions filed pursuant to 28 usc 2255 E. holding that pursuant to 28 usc 2254d1 if the state court reached the correct result with respect to petitioners claim of constitutional violation even if on erroneous reasoning that is the end of our inquiry

assistant: The best answer is C. holding that referrals of civil matters to magistrates pursuant to 28 usc 636c are constitutional for essentially the reasons stated by our sister circuits
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: It is recognized and acknowledged by the Executive and the Company that a breach by such Person of such Person's covenants contained in Section 9 will cause irreparable damage to the Company or the Executive, as applicable, and its or his goodwill or reputation, the exact amount of which will be difficult or impossible to ascertain, and that the remedies at law for any such breach will be inadequate. Accordingly, the parties agree that in the event a party breaches any covenant contained in Section 9, in addition to any other remedy which may be available at law or in equity (or under any other agreement between the Company and the Executive), the other party will be entitled to specific performance and injunctive relief.

assistant: Specific Performance
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: Employee is engaged and shall serve as President and Chief Executive Officer of (i) Parent, (ii) Employer and (iii) any other direct or indirect subsidiaries of Parent that may be formed or acquired. Furthermore, Employee shall be Chairman of the Board so long as Employee is the President and Chief Executive Officer of Parent. In addition, Employee shall have such other duties and hold such other offices as may from time to time be reasonably assigned to him by the Board. These services shall be provided from offices located in Alice, Texas or such other location as may be mutually agreed.

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: also raised usury as a defense, arguing that requiring the Borschows to promise to pay Eureka’s ac count with BI in order to get the new terms to retire the January 2007 note constituted usury. However, this defense was not raised in Defendants’ Answer to the Complaint or in the Defendants’ Pre-trial Order; thus the Court finds that the Defendants waived their right to assert a defense based on usury. See Cadles Grassy Meadows II, L.L.C. v. Gervin (In re Gervin), 300 Fed.Appx. 293 (5th Cir.2008) citing Harris v. Sec’y, U.S. Dept. of Veterans Affairs, 126 F.3d 339, 343 (D.C.Cir.1997) ("[A] party’s failure to plead an affirmative defense ... generally results in waiver of that defense and its exclusion from the case.”); Najarro v. SASI Intern., Ltd., 904 F.2d 1002 (5th Cir.1990) (<HOLDING>). 3 . On re-direct examination at trial, Omar Options: A. holding that laches is an affirmative defense B. recognizing the affirmative defense of usury C. holding that the running of the statute of limitations is an affirmative defense D. recognizing laches as an affirmative defense E. holding that fair use is an affirmative defense

assistant: The best answer is B. recognizing the affirmative defense of usury
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 dispute, disagreement or question which arises under, or as a result of, or in any way relates to the interpretation, construction or application of the terms of the Award, this Agreement, the Plan, or the Plan Prospectus will be determined and resolved by the Committee or its authorized delegate. Such determination or resolution by the Committee or its authorized delegate will be final, binding and conclusive for all purposes. The Committee shall have the right to impose such restrictions on any shares acquired pursuant to the exercise of this Option, as it may deem advisable, including, without limitation, restrictions under applicable Federal securities laws, under the requirements of any stock exchange or market upon which such shares are then listed and/or traded, and under any blue sky or state securities laws applicable to such shares.

assistant: Interpretations
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: Accordingly, the court found that it was “without authority” to consider the plaintiffs’ claims for those damages. Id. at 581. Here, as in Mitchell II and Anderson, some of the damages plaintiff seeks are not “included within the legislation” plaintiff invokes. See Mitchell II, 664 F.2d at 274. Although money-mandating, 1603(a) mandates only “a restricted degree of compensation” — namely “a grant ... to reimburse” the cost of certain “energy property.” The amount of that grant is to be equal to “the applicable percentage basis of such property.” There is no provision, explicit or implicit, for any kind of consequential damages. In short, § 1603(a) cannot “fairly be interpreted” as mandating consequential damages. LCM Energy Solutions v. United States, 107 Fed.Cl. 770, 773-74 (2012) (<HOLDING>). Plaintiff does not argue otherwise, but Options: A. holding that consequential damages are not to be considered B. holding that foreseeable consequential damages are to be considered in valuing loss C. holding that provision barring recovery of consequential damages did not necessarily bar all loss of use damages but damages for loss of use of money were consequential D. holding that plaintiffs consequential damages were too speculative because no evidence connected damages to defendants breach of contract E. holding that 1603a cannot be fairly interpreted as mandating consequential damages

assistant: The best answer is E. holding that 1603a cannot be fairly interpreted as mandating consequential damages
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 payments and benefits described in this Agreement shall be subject to any and all applicable federal, state and local income, employment and other taxes, and the Bank will deduct from each payment to be made to Executive under this Agreement such amounts, if any, required to be deducted or withheld under applicable law. Executive hereby acknowledges and agrees that the Bank makes no representations or warranties regarding the tax treatment or tax consequences of any compensation, benefits or other payments under the Agreement, or under any statute, or regulation or guidance thereunder, or under any successor statute, regulation and guidance thereunder.

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 case excerpt and choose the best holding from the options. Case excerpt: Rule 23(a)(3) requires that “each class member’s claim arises from the same course of events and each class member makes similar legal arguments to prove the defendant’s liability.” Robidoux, 987 F.2d at 936. Known as the typicality requirement, this provision is meant to ensure that the class representative is not subject to a unique defense which could potentially become the focus of the litigation. Vengurlekar, 220 F.R.D. at 227. However, “[w]hen it is alleged that the same unlawful conduct was directed at or affected both the named plaintiff and the class sought to be represented, the typicality requirement is usually met irrespective of minor variations in the fact patterns underlying individual claims.” Robidoux, 987 F.2d at 936-937; see also Vengurlekar, 220 F.R.D. at 227 (<HOLDING>) (citations and internal quotation marks Options: A. holding that a class representatives ignorance of the case is not a bar to certification unless it impairs the representatives ability to vigorously prosecute the action B. holding that it is error to certify class when named class representatives are not members of the class they purport to represent C. holding that the mere existence of individualized factual questions with respect to the class representatives claim will not bar class certification D. holding that individualized questions concerning the defendants responsibility for diminished sales prices of class members bonds predominated over any common questions rendering class certification inappropriate E. recognizing a narrow class of cases in which the termination of the class representatives claim for relief does not moot the claims of the class members

assistant: The best answer is C. holding that the mere existence of individualized factual questions with respect to the class representatives claim will not bar class certification
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 term of each Stock Appreciation Right shall be set by the Committee at the time of grant; provided, however, that no Stock Appreciation Right granted hereunder shall be exercisable after, and each Stock Appreciation Right shall expire, ten (10) years from the date it was granted.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: incident occur on, in, or over navigable waters, Victory Carriers, Inc. v. Law, 404 U.S. 202, 205, 92 S.Ct. 418, 30 L.Ed.2d 383 (1971), and 2) a significant relationship between the incident and traditional maritime activity. Executive Jet Aviation, Inc. v. City of Cleveland, 409 U.S. 249, 268, 93 S.Ct. 493, 34 L.Ed.2d 454 (1972). With admiralty jurisdiction comes the application of substantive maritime law. E. River S.S. Corp. v. Transamerica Delaval, Inc., 476 U.S. 858, 864, 106 S.Ct. 2295, 90 L.Ed.2d 865 (1986). Furthermore, courts have found admiralty law applies in personal injury and contract disputes between passengers injured on cruise ships and the cruise ship companies. See e.g., Carnival Cruise Lines, Inc. v. Shute, 499 U.S. 585, 589, 111 S.Ct. 1522, 113 L.Ed.2d 622 (1991) (<HOLDING>); Keefe v. Bahama Cruise Line, 867 F.2d 1318, Options: A. holding that forumselection clauses are generally enforceable and a party attempting to show that such a clause should not be enforced bears a heavy burden B. holding that remand to state court was appropriate where mandatory forumselection clause placed venue in a specified county of the state C. holding that a forumselection clause was enforceable in a suit between injured passengers and the cruise line D. holding that a forumselection clause was mandatory because it provided for exclusive jurisdiction and venue in a particular court E. holding that the initial interpretation of a contractual forumselection clause must be made by the tribal court

assistant: The best answer is C. holding that a forumselection clause was enforceable in a suit between injured passengers and the cruise line
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: any meaning at all, I do not think that [the defendant’s statement that he had a .357 magnum and that no one would get hurt if she put the money in the bag] can reasonably be said to constitute an ‘express threat of death,’ U.S.S.G. § 2B3.1(b)(2)(F). What was conveyed here was, at most, an implicit threat of serious bodily injury or death.”). We agree with the reasoning of the Eleventh Circuit, and views of Judges Easterbrook and Arnold that to satisfy the qualifier “express,” a defendant’s statement must distinctly and directly indicate that the defendant intends to kill or otherwise cause the death of the victim. Because four of the five examples in Application Note 6 do not, they are not controlling. See Stinson v. United States, 508 U.S. 36, 113 S.Ct. 1913, 123 L.Ed.2d 598 (1993)(<HOLDING>). Similarly, reliance on the commentary’s Options: A. holding that commentary in sentencing guidelines that interprets or explains a guideline is authoritative unless it violates the constitution or a federal statute or unless it is plainly erroneous or inconsistent with the guideline it interprets B. recognizing the guidelines commentary is authoritative C. holding that sentencing guidelines commentary must be given controlling weight unless it violates the constitution or a federal statute or is plainly inconsistent with the guidelines itself D. holding that guidelines commentary is generally authoritative E. holding that where the commentary to a guideline is at odds with another provision of the guidelines the guideline prevails

assistant: The best answer is A. holding that commentary in sentencing guidelines that interprets or explains a guideline is authoritative unless it violates the constitution or a federal statute or unless it is plainly erroneous or inconsistent with the guideline it interprets
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as set forth in the Prospectus Supplement, the Company shall use the net proceeds from the sale of the Securities hereunder for working capital purposes and shall not use such proceeds: (a) for the redemption of any Common Stock or Common Stock Equivalents, (b) for the settlement of any outstanding litigation or (c) in violation of FCPA or OFAC regulations.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower will, and will cause each of its Subsidiaries to, comply in all material respects with all applicable laws (including all Environmental Laws, ERISA, the Code, Regulation U and Regulations T and X of the FRB), rules, regulations, orders and decrees of a material nature of any Governmental Authority or arbitrator other than any such laws, rules, regulations, orders and decrees contested by appropriate actions or proceedings diligently pursued, if adequate reserves in conformity with GAAP and satisfactory to the Agent are established with respect thereto and except for violations which could not reasonably be expected to have a Material Adverse Effect.

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 legal provision and list the applicable contract clause categories. Provision: Taggart has the requisite legal power and authority to enter into this Agreement and perform his obligations hereunder. This Agreement constitutes the valid and binding obligation of Taggart enforceable in accordance with its terms, except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, and (ii) general principles of equity that restrict the availability of equitable remedies.

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 case excerpt and choose the best holding from the options. Case excerpt: issue, we need not consider the second argument raised. 7 . In a dissent to Smith, Judge Friedman, joined by Judges Pellegrini and Kelley, objected to following the Miller/Lewis/Selan line of cases which automatically equated the refusal to sign a hospital consent form with a refusal to submit to chemical testing. The dissenting judges expressed preference for the other line of caselaw, particularly Conrad, and noted that because Smith orally agreed to the blood test and only refused to sign the hospital consent form, which was a pre-test procedure linked to the test, although not required by section 1547, Smith did not make a knowing and conscious refusal to submit to chemical testing. 8 . Wheatley v. Commonwealth, Department of Transportation, 104 Pa.Cmwlth. 171, 521 A.2d 507 (1987) (<HOLDING>). 9 Although Renwick does not expressly Options: A. holding refusal to sign hospital waiver of liability form is not a refusal under section 1547 B. holding that refusal to consent to search cannot support a finding of reasonable suspicion C. holding that refusal to submit to breathalyzer test did not result from custodial interrogation D. holding that a refusal to sign an implied consent form is not a refusal to submit to a breathalyzer test for purposes of section 1547 E. holding that a district court did not clearly err in crediting agents testimony that a defendant had orally consented despite his refusal to sign consent form

assistant: The best answer is D. holding that a refusal to sign an implied consent form is not a refusal to submit to a breathalyzer test for purposes of section 1547
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 remain in full force and effect until the payment in full of the principal of and interest on the Notes and all other amounts payable to the Purchasers or the Funding Agents hereunder and the termination of all Commitments; provided , however , that the provisions of Sections 2.3, 2.4, 6.1, 6.2, 7.7, 9.10, 9.11, 9.13 and 9.14 hereof shall survive termination of this Agreement, the transfer by a Purchaser of any Note or any interest therein and any amounts payable to the Funding Agents, Purchasers or any Affected Party thereunder shall remain payable thereto.

assistant: Terminations
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 by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Agreement as to the parties hereto and may be used in lieu of the original Agreement for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: As both parties have had the opportunity to consult with legal counsel of their own choosing, no provision of this Agreement shall be construed against or interpreted to the disadvantage of any party by reason of such party having, or being deemed to have, drafted, devised, or imposed such provision.

assistant: Interpretations
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: standards. The court finds that although there are issues of fact as to whether certain discrete calculations in fact complied with GAAP, there is insufficient evidence to raise an inference of scienter with respect to the entirety of the 1997 audit and audit opinion. C. Ernst’s Response to Allegations of Fraud, Plaintiffs claim that Ernst failed to properly investigate or otherwise respond to allegations of accounting fraud raised against IKON management during both the 1997 audit and the Special Procedures. Ernst’s conduct during the 1998 Special Procedures is relevant to plaintiffs’ claim that the Special Procedures covered up and continued the 1997 financial statements fraud. See generally Reeves v. Sanderson Plumbing Prods., 530 U.S. 133, 120 S.Ct. 2097, 147 L.Ed.2d 105 (2000) (<HOLDING>). Plaintiffs are correct that if Ernst merely Options: A. holding that in a discrimination case plaintiff must prove that firing was a result of intentional discrimination B. holding that congressional intent to eliminate employment discrimination justified the liberalization of common law successorship rules in favor of victims of discrimination in employment C. holding that high degree of similarity between extraneous and charged offense used in cases proving modus operandi not required when purpose of proof is to show intent D. recognizing that the test for intentional discrimination in suits under 1981 is the same as the formulation used in title vii discriminatory treatment cases E. holding that in establishing intentional discrimination in employment proving a defendants efforts to cover up the discriminatory purpose is part of and often considerably assists the greater enterprise of proving wrongful intent

assistant: The best answer is E. holding that in establishing intentional discrimination in employment proving a defendants efforts to cover up the discriminatory purpose is part of and often considerably assists the greater enterprise of proving wrongful 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: This Agreement, the Exhibits annexed hereto and the Disclosure Schedule constitute the entire understanding between the parties hereto with respect to the subject matter hereof and supersede all other understandings and negotiations with respect thereto. As of the date hereof, the Mutual Confidentiality Agreement between RP Management, LLC and the Seller, dated as of August 18, 2017 is hereby terminated without further force and effect, superseded by ARTICLE 7 of this Agreement and all obligations between the parties relating to confidentiality shall be governed by ARTICLE 7 of this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: for tortious interference of contract, it is axiomatic that there must be a breach of contract by the other party.” Jack L. Inselman & Co. v. FNB Financial Co., 41 N.Y.2d 1078, 396 N.Y.S.2d 347, 349, 364 N.E.2d 1119, 1120 (1977). Inselman was cited by the Court of Appeals with approval and its holding affirmed as late as March 26, 1996. NBT Bancorp Inc. et al. v. Fleet/Norstar Financial Group, Inc., 87 N.Y.2d 614, 620-21, 641 N.Y.S.2d 581, 584-85, n. 1, 664 N.E.2d 492 (N.Y.1996) (distinguishing between tortious interference with contract and tortious interference with prospective contractual relations and holding that the former requires that there be a breach of the contract). See also Kronos, Inc. v. AVX Corp., 81 N.Y.2d 90, 94, 595 N.Y.S.2d 931, 934, 612 N.E.2d 289, 292 (N.Y.1993) (<HOLDING>). The Second Circuit has concurred in this Options: A. holding that the statute of limitations for a claim of tortious interference with contractual relations begins to run when the contract in question has been breached B. recognizing the tort of wrongful interference with anothers business relations C. holding that there must be a tort distinguishable from or independent of the breach of contract in order for a party to bring a valid claim in tort based on a breach in a contractual relationship D. holding that to sustain a claim under the tort of interference with contractual relations the plaintiff must inter alia show that the defendant intentionally induced the third party to breach or render performance impossible E. recognizing the tort of interference with prospective contractual relations as a subspecies of the broader tort of interference with prospective economic advantage

assistant: The best answer is D. holding that to sustain a claim under the tort of interference with contractual relations the plaintiff must inter alia show that the defendant intentionally induced the third party to breach or render performance impossible
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 the case of a Member who is a Former Weartech Plan Participant, Disability means the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or has lasted or can be expected to last for a continuous period of not less than twelve months. The permanence and degree of such impairment must be supported by medical evidence satisfactory to the Administrative Committee. In the case of all other Members, a Member shall be considered to have incurred a Disability if he is eligible for and receives disability insurance benefits under the Federal Social Security Act. A Former Weartech Plan Participant who is eligible for and receives disability insurance benefits under the Federal Social Security Act shall be deemed to have incurred a Disability. A Member who incurs a Disability is “Disabled”.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: or (3) the complaint supplemented by undisputed facts plus the court’s resolution of disputed facts.” Ramming, 281 F.3d at 161 (citing Barrera-Montenegro v. United States, 74 F.3d 657, 659 (5th Cir.1992)). When a defendant submits a factual attack on the complaint, he must provide support with “affidavits, testimony, or other evidentiary materials.” Paterson v. Weinberger, 644 F.2d 521, 523 (5th Cir.1981). Given the burden of proof on the party asserting jurisdiction, the plaintiff must submit evidence to prove, by a preponderance of the evidence, that the court does have jurisdiction based on the complaints and evidence. Id. Courts are to hold pro se litigants to less stringent pleading standards than other parties. See Estelle v. Gamble, 429 U.S. 97, 106, 97 S.Ct. 285, 50 L.Ed.2d 251 (<HOLDING>); see also Haines v. Kerner, 404 U.S. 519, Options: A. holding that while pro se complaints are liberally construed issues not raised in the district court are deemed waived B. holding that pro se pleadings are to be liberally construed C. holding that although pro se briefs are liberally construed even pro se litigants must brief arguments in order to preserve them D. recognizing courts special duty to construe liberally a pro se plaintiffs pleadings E. holding that pleadings under the rico act are to be liberally construed

assistant: The best answer is B. holding that pro se pleadings are to be liberally construed
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 shall notify each other promptly in writing if any infringement or potential infringement of the Licensed Intellectual Property by a Third Party is observed or suspected by the Parties or any of their controlled Affiliates.

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 may be executed in one (1) or more counterparts, each of which shall be deemed an original, and together shall constitute one and the same agreement and shall become effective when one (1) or more counterparts have been signed by each of the Parties and delivered to the other Party, it being understood that both Parties need not sign the same counterpart. This Agreement, following its execution, may be delivered via PDF copies or other form of electronic delivery, which shall constitute deli very of an execution original for all purposes.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: when he claimed that: While still an employee of the Hospital, [he] pointed out to his superiors all the way up to the president, the inadequate staffing, inconsistent administration of treatment orders, the absence of blood gas quality control, and inappropriate documentation in the administration of care and treatment of patients throughout the Hospital, as well as the failure to meet regulatory standards which are required for reimbursement by Medicare and Medicaid. We do not agree with Karvelas that such activities constitute protected activity. It is true that Karvelas need not have known that his actions could lead to a qui tarn suit under the FCA, or even that a False Claims Act existed, in order to demonstrate that he engaged in protected conduct. See Yesudian, 153 F.3d at 741 (<HOLDING>). However, conduct protected by the FCA is Options: A. holding that a state agency is not a person subject to suit under federal false claims act B. holding but for requirement not satisfied where investigation had no unique special factual features that but for the requirement of the act would have permitted a quick termination if the investigation were conducted outside the act C. holding that even an investigation conducted without contemplation or knowledge of the legal possibility of a false claims act suit can end up being in furtherance of such an action D. holding that apparel cleaners submission of false statements of their receipts a percentage of which were to be paid to the united states did not constitute false claims within the meaning of the federal false claims act E. holding that the provisions of the false claims act allowing suit imposing liability on any person who presented false claims to the federal government did not allow suits against state governments

assistant: The best answer is C. holding that even an investigation conducted without contemplation or knowledge of the legal possibility of a false claims act suit can end up being in furtherance of such an action
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Any and all notices or other communications or deliveries to be provided by the Holder hereunder, including, without limitation, any Notice of Conversion, shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service, addressed to the Company, at the address set forth above, or such other facsimile number or address as the Company may specify for such purposes by notice to the Holder delivered in accordance with this Section 7(a). Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile number or address of the Holder appearing on the books of the Company, or if no such facsimile number or address appears on the books of the Company, at the principal place of business of such Holder, as set forth in the Exchange Agreement. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto prior to 12:00 p.m. (New York City time) on any date, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 12:00 p.m. (New York City time) on any Trading Day, (iii) the second (2nd) Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (iv) upon actual receipt by the party to whom such notice is required to be given.

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: To the Company’s knowledge, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority, on the part of any Seller, is required in connection with the consummation of the transactions contemplated by this Agreement.

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: jurisdiction before the November 7, 2007 hearing. The Agreed Order indicated that each party agreed to the terms of the order “to the extent permitted by law” and that the trial court "finds that it has jurisdiction of this case and of all the parties.” 4 . The Agreed Order dismissed S.L.'s petition with prejudice. 5 .Subsequent temporary orders entered by the trial court stated that J.W.L. "filed an answer and although duly and properly notified, did not physically appear at the hearing and wholly made default.” Nothing in the record before this court suggests that at the time of the hearing J.W.L. had filed any "answer” to Grandparents’ pleadings other than . See Troxel, 530 U.S. at 72-73, 120 S.Ct. at 2063-64. 13 . See Lewelling v. Lewelling, 796 S.W.2d 164, 168 n. 8 (Tex.1990) (<HOLDING>). 14 . M.S., 115 S.W.3d at 549 (emphasis Options: A. holding that a respondent in a termination of parental rights proceeding may not file a counterclaim B. recognizing this substantial interest in context of termination of parental rights C. holding that although samesex partner may have been able to prove her status as a de facto parent such status was not sufficient to establish parental rights to custody and visitation over the objection of the biological mother D. recognizing that while proceeding is not technically termination of parental rights action it may have such effect where mother without adequate transportation lives some distance from son and existence of visitation rights likely will be insufficient to allow her to have a substantial role in her childs upbringing E. holding that termination of fathers parental rights should be reversed since it was done to facilitate childs adoption and would prejudice rights of child and mother to receive support from father

assistant: The best answer is D. recognizing that while proceeding is not technically termination of parental rights action it may have such effect where mother without adequate transportation lives some distance from son and existence of visitation rights likely will be insufficient to allow her to have a substantial role in her childs upbringing
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: (upholding conviction as the Government established that the defendant “knew his co-conspirators were armed” and “acted with intent to assist or influence the commission of the underlying predicate crime”); United States v. Lowery, 60 F.3d 1199, 1202 (6th Cir.1995) (evidence of the defendant’s intent to commit bank robbery, combined with the knowledge that her accomplice was using and carrying her shotgun, permitted the jury to convict the defendant of aiding and abetting). Of particular relevance, a defendant may be convicted of aiding and abetting if he is present at the scene of the crime of violence during which his accomplice carries a firearm on the reasoning that the defendant thereby “associates” himself with the firearm. See Wright, 182 F.3d at 465; Rattigan, 151 F.3d at 558 (<HOLDING>); Morrow, 977 F.2d at 231 (defendant, who Options: A. holding that the defendant knew of his accomplices gun and benefitted from its presence for protection B. holding that the district court eired in applying the firearm enhancement where the government presented no evidence that the defendant possessed the gun or knew that the gun was located in the bottom of his codefendants backpack C. holding direct testimony tying a defendant to a gun was not required when the gun was found in the defendants truck and when the defendant had both ammunition for the gun and a rack in which it could have been kept D. holding a consent voluntary when a defendant who had been warned of his rights and knew police were investigating murders turned his gun over to a policeman who suggested that he could sell the gun for the defendant E. holding that evidence was sufficient to prove defendant constructively possessed the gun where although defendant denied ownership of the gun it was found near a knife of which defendant claimed ownership and where defendant was aware of the presence of the gun

assistant: The best answer is A. holding that the defendant knew of his accomplices gun and benefitted from its presence for protection
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: cost of education in other districts ... violate article VII, section 3 of the Texas Constitution”). 71 . 176 S.W.3d at 797. 72 . In a competitive market, one might plausibly assume that most expenditures are necessary, as those who spend wastefully will fail. But the public schools (like most government operations) are not subject to the same rules; no matter how a district spends money, property owners must pay local taxes, school children must attend assigned schools, and attendance remains free. 73 . W. Orange-Cove I, 107 S.W.3d at 582 (noting that the Legislature may pressure school districts to tax at maximum rates "[b]y authorizing local-option homestead exemptions, k 812 (Tex.2005). 80 . 176 S.W.3d at 796; see, e.g., Gen. Motors Corp. v. Iracheta, 161 S.W.3d 462, 468 (Tex.2005)(<HOLDING>); Volkswagen, 159 S.W.3d at 911 (holding Options: A. holding that defendant did not preserve state constitutional challenge to experts testimony at punishment hearing because defendant relied exclusively on federal cases in arguing for exclusion of experts testimony B. holding that exclusion of experts opinion is proper only if it is so fundamentally unsupported that it can offer no assistance to the jury internal quotation omitted C. holding that an experts opinion must be based on facts in evidence or within his or her knowledge and that the admission of an experts opinion is reviewed for an abuse of discretion D. holding that summary judgment on grounds of obviousness did not require a supporting experts opinion E. holding that experts testimony that gasoline did not escape from filler neck was unsupported opinion

assistant: The best answer is E. holding that experts testimony that gasoline did not escape from filler neck was unsupported opinion
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Upon the termination of the Optionee’s employment with or service to the Company within a period of twenty-four (24) months following a Change in Control (i) by the Company other than for Cause, (ii) as a result of his or her Disability or (iii) by the Optionee for Good Reason (as such terms are defined herein below or in the Employment Agreement), in lieu of shares of Common Stock issuable upon exercise of an outstanding Option, whether or not then exercisable, the Company shall pay the Optionee a lump sum amount (less any applicable taxes), in cash, equal to the product of (i) the excess of the Fair Market Value of the Option Shares on such date of termination, over the Option Exercise Price, and (ii) the number of the then unexercised Option Shares. The Option shall be canceled upon the making of such payment.

assistant: Change In Control
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 communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 9.01 of the Credit Agreement. All communications and notices hereunder to any Subsidiary Loan Party shall be given to it in care of the Company, with such notice to be given as provided in Section 9.01 of the Credit Agreement.

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: This Agreement (together with Schedule I and Schedule II ) constitutes the entire agreement among the parties hereto with respect to matters described herein and supersedes all other prior agreements and understandings, both written and oral, among the parties hereto with respect to such matters.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: summary judgment, should be reversed for the following reasons: (1) Hawaii assessed general excise taxes on only that portion of Lynden’s gross receipts that are properly allocated to the ground transportation and other non-air services of its freight forwarding business, and not on “air transportation” as defined by 49 U.S.C. § 40102 (1994); and (2) the Tax Appeal Court erred in concluding as a matter of law that, as applied, 49 U.S.C. § 40116 (1994) preempts Hawaii from imposing general excise taxes on the portion of Lynden’s revenues allocated to the ground transportation and other non-air services of its freight forwarding business. Based on our recent decision in In re Tax Appeal of Kamikawa v. United Parcel Service [ (UPS) ], Inc., 88 Hawai'i 336, 338, 966 P.2d 648, 650 (1998) (<HOLDING>), we agree with Kamikawa’s contentions on Options: A. holding gross receipts provision provides exception for trade or business to general meaning of gross income provided in section 61a so reporting of gross proceeds alone from sales of commodities would not prevent application of irc 6501e1a B. holding that erisa does not expressly preempt colo rev stat 10311162 as enforcement of the statute would dictate to the insurance company the conditions under which it must pay for the risk that it has assumed C. recognizing a pipeline company as a public service corporation even though it was not expressly named as such D. holding that 49 usc 1301 and 1513 did not preempt hrs 2396 hawaiis public service company tax statute insofar as it applied to the gross receipts that ups received for the ground transportation portion of packages that travel partly by air E. holding the state can tax gross receipts of tribal enterprise operated off the reservation

assistant: The best answer is D. holding that 49 usc 1301 and 1513 did not preempt hrs 2396 hawaiis public service company tax statute insofar as it applied to the gross receipts that ups received for the ground transportation portion of packages that travel partly by air