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: CURIAM. AFFIRMED. See Bell v. State, 895 So.2d 1290 (Fla. 5th DCA 2005) (<HOLDING>); Davis v. State, 783 So.2d 288, 289 (Fla. 5th Options: A. holding that issues must be briefed to be preserved on appeal B. holding that the point on appeal and the objection in the trial court must be the same in order for it to be preserved for appeal C. holding a claim that a defendant should have been sentenced by the judge who accepted the plea must be preserved to be cognizable on appeal D. holding the issue of recusal of the trial judge to be preserved for appellate review must be raised in the trial court E. holding issue cannot be raised for the first time on appeal but must have been raised to and ruled upon by the trial judge to be preserved for appellate review

assistant: The best answer is C. holding a claim that a defendant should have been sentenced by the judge who accepted the plea must be preserved to be cognizable on appeal
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement, including Exhibit A, constitutes the complete, final and exclusive embodiment of the entire agreement between you and the Company with regard to this subject matter. It is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes any other such promises, warranties or representations. This Agreement may not be modified or amended except in a writing signed by both you and a duly authorized officer of the Company. This Agreement will bind the heirs, personal representatives, successors and assigns of both you and the Company, and inure to the benefit of both you and the Company, their heirs, successors and assigns. If any provision of this Agreement is determined to be invalid or unenforceable, in whole or in part, this determination will not affect any other provision of this Agreement and the provision in question will be modified by the court so as to be rendered enforceable to the fullest extent permitted by law, consistent with the intent of the parties. This Agreement will be deemed to have been entered into and will be construed and enforced in accordance with the laws of the State of California as applied to contracts made and to be performed entirely within California.

assistant: General
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: forth in the Memorandum Opinion issued this date; IT IS HEREBY ORDERED that: 1. The Debtors’ Motion To Dismiss Appeal Filed By Regal Ware Inc. Of Order Approving Motion Of The Debtors For An Order (I) Approving Sale By The WearEver Debtors Of Substantially All Of Wear-Ever Debtors’ Assets Free And Clear Of All Liens, Claims, Encumbrances And Other Interests Pursuant To Sections 363(b), (f), And (m) Of The Bankruptcy Code, (II) Assuming And Assigning Certain Executory Contracts And Unexpired Leases, And (III) Granting Related Relief (D.I. 27) is GRANTED. 2. The above-captioned appeal is DISMISSED as moot. 1 . See Operating Tel. Co. Subsidiaries of Verizon Communications, Inc. v. NET2000 Communications, Inc. (In re NET2000 Communications, Inc.), 2004 WL 2346148, *2 (D.Del. Oct. 5, 2004) (<HOLDING>); Morgan v. Polaroid Corp. (In re Polaroid Options: A. holding that congress has made it clear in amending section 522 that a lien will be deemed to impair an exemption even when there is no equity in the property if the sum of all the liens on the property and the hypothetical value of the exemption without liens exceeds the value of the debtors interest in the property in the absence of liens B. holding that validity of sale would be affected where settlement was approved and the debtors assets were transferred free and clear of all liens C. holding that because the alleged settlement was never approved by the court under rule 9019 the settlement agreement was unenforceable D. holding no implied assumption of liability under missouri law when asset purchase agreement expressly denied liability and bankruptcy court confirmed sale free and clear of all liens claims or other interests of all of the creditors of the seller E. holding that sale of accounts receivable under section 363 was not free and clear of defenses such as recoupment but was free and clear of setoff rights unless the setoff was actually taken prepetition

assistant: The best answer is B. holding that validity of sale would be affected where settlement was approved and the debtors assets were transferred free and clear of all liens
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: jury. The Court of Appeals additionally determined that Dr. Witten’s testimony that he slipped in the operating room constituted a judicial admission of negligence. “A judicial admission ... is a formal act of a party (committed during the course of a judicial proceeding) that has the effect of removing a fact or issue from the field of dispute; it is conclusive against the party and may be the underlying basis for a summary judgment, directed verdict, or judgment notwithstanding the verdict.” Robert G. Lawson, The Kentucky Evidence Law Handbook § 8.15[4], at 590 (4th ed. LexisNexis 2003) (emphasis omitted). Testimony of a party may constitute a judicial admission if “deliberate and unequivocal and unexplained or uncontradict-ed.” Bell v. Harmon, 284 S.W.2d 812, 815 (Ky.1955). y.1973) (<HOLDING>); Downing v. Drybrough, 249 S.W.2d 711 Options: A. holding that negligence of a store customer in failing to perceive a strip of black substance was a question for the jury B. holding that whether the negligent acts of parties combined to become the proximate cause of the injury was a question for the jury C. holding that grocery store did not have duty to foresee and protect customer from rowdy children D. holding that whether a customer was negligent in failing to observe a bundle of grocery sacks on the floor before stepping toward it is a jury question E. holding that negligence of a pedestrian in tripping over a concrete abatement on the premises of a grocery store was a question to be resolved by the jury

assistant: The best answer is D. holding that whether a customer was negligent in failing to observe a bundle of grocery sacks on the floor before stepping toward it is a jury question
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 choice of law. This court is aware of at least one case where a court implicitly found similar language determinative of the choice of law issue. In In re Wallace’s Bookstores, Inc., 317 B.R. 709, 713 (Bankr.E.D.Ky. May 25, 2004), the court, albeit without mentioning § 6, held that Kentucky's comparative fault statute, which provided for allocation of "fault” between all tortfeasors, applied "by its own terms, '[i]n all tort actions’,” and the court did not undertake any further choice of law analysis. There are many more cases, however, where the courts found a full conflicts analysis necessary notwithstanding a statute’s inclusion of "in any civil action'’-type language. See, e.g., Boyd Rosene and Assocs., Inc. v. Kansas Mun. Gas Agency, 174 F.3d 1115, 1117-1118 (10th Cir.1999) (<HOLDING>); Ryan v. Ford Motor Co., 334 F.Supp. 674, 675 Options: A. holding that district court erred in awarding attorneys fees in civil rights action where plaintiff only recovered 1 in nominal damages B. holding that district court should have applied kansas law regarding attorneys fees despite oklahoma statute which recited in any civil action to recover C. holding that attorneys fees are necessaries in a civil suit to recover money or property for the minor D. holding that no reason existed to create a uniform national rule in admiralty where the case concerned attorneys fees and whether the contractual provision which provided for attorneys fees should allow a party to recover attorneys fees where it succeeded on all but one minor issue E. holding trial court erred in awarding attorneys fees to physicians in absence of any evidence of attorneys fees

assistant: The best answer is B. holding that district court should have applied kansas law regarding attorneys fees despite oklahoma statute which recited in any civil action to recover
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 held that preclusion “applies to disputes over the methods used to determine reimbursement just as it applies to disputes over reimbursement amount determinations.” Am. Med. Techs. v. Johnson, 598 F.Supp.2d 78, 81 (D.D.C.2009). 3. The Court Lacks Subject-Matter Jurisdiction Having found that judicial review of the Secretary’s choice and promulgation of financial standards is precluded, the Court concludes that it lacks subject-matter jurisdiction over each of plaintiffs’ claims. Courts have routinely upheld the denial of administrative or judicial review of HHS actions where the relevant Medicare provision states that “[t]here shall be no administrative or judicial review.” Am. Soc’y of Dermatology v. Shalala, 962 F.Supp. 141,145-47 (D.D.C.1996); see also Amgen, 357 F.3d at 111-12 (<HOLDING>). Accordingly, consideration of any claim under Options: A. holding when ordinance language is clear courts must give language its plain meaning B. recognizing that legislative history is not used to create ambiguity where statutory language is clear C. holding that where preclusion language is clear absence of alternative outlets for review is unsurprising D. holding that remand is unnecessary when it is clear that the same decision would have been reached in the absence of the errors E. holding that where the language of a statute is clear and without ambiguity the plain meaning is to be accepted without resorting to the rules of interpretation

assistant: The best answer is C. holding that where preclusion language is clear absence of alternative outlets for review is unsurprising
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 take effect as of the Effective Date and, subject to the provisions of Section 6.01, shall continue in force for an initial period of one (1) year (the “ Initial Term ”). Thereafter, unless either party notifies the other of its intent not to renew the Term of this Agreement at least 30 days prior to the end of the then current Term, the Term shall be automatically renewed upon expiration for successive renewal Terms of one (1) year (each a “ Renewal Term ” and collectively with the Initial Term, the “ Term ”).

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: of discovery, an appellate court must employ a “concededly rigorous standard” of scrutiny. Hospital Bldg. Co. v. Trustees of Rex Hosp., 425 U.S. 738, 746, 96 S.Ct. 1848, 1853, 48 L.Ed.2d 338 (1976). Initially, we note the existence of a policy disfavoring the dismissal of antitrust actions before discovery begins because the proof of illegal conduct lies largely in the hands of the alleged conspirators. Id.; Quality Mercury, Inc. v. Ford Motor Co., 542 F.2d 466, 472 (8th Cir.1976), cert. denied, 433 U.S. 914, 97 S.Ct. 2986, 53 L.Ed.2d 1100 (1977); see also Tarleton v. Meharry Medical College, 717 F.2d 1523, 1529 (6th Cir.1983) (dismissals of antitrust claims prior to discovery should be granted very sparingly); Chapiewsky v. G. Heileman Brewing Co., 297 F.Supp. 33, 38 (W.D.Wis.1968) (<HOLDING>). The record does not clearly indicate whether Options: A. recognizing the difficulty of precisely pleading the effects on interstate commerce before completion of discovery B. holding that the government can satisfy the hobbs act interstate commerce requirement by showing that the robbery resulted in the closure of a business engaged in interstate commerce C. holding that commerce clause authorizes congress to punish any particular criminal action even without proof of a relation to interstate commerce when the activity is part of a class of activities determined by congress to affect interstate commerce D. recognizing that the interstate nexus requirement is satisfied by proof of a probable or potential impact on interstate commerce E. recognizing power of states to engage in some regulation of interstate commerce

assistant: The best answer is A. recognizing the difficulty of precisely pleading the effects on interstate commerce before completion of discovery
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you may own the subscriber content on which the software is recorded , but 9gag , inc or third party licensors retain full and complete title to the software and all intellectual property rights therein .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: as required by the third prong of the test in Williams. We conclude the trial court did not erroneously admonish appellant; his plea therefore could not be involuntary on that basis. We overrule appellant’s first issue for review. INEFFECTIVE ASSISTANCE OF COUNSEL In his second issue, appellant claims his plea was involuntary due to erroneous ad vice from trial counsel that he was eligible for deferred adjudication community supervision when he was in fact not eligible. Appellant believes such error amounted to ineffective assistance of counsel. In reviewing claims of ineffective assistance of counsel, we employ the standard of review set out in Strickland v. Washington, 466 U.S. 668, 104 S.Ct. 2052, 80 L.Ed.2d 674 (1984). See Hernandez v. State, 988 S.W.2d 770 (Tex.Crim.App.1999) (<HOLDING>). To reverse a conviction based on ineffective Options: A. holding strickland two prong test applies to ineffective assistance claims throughout trial including punishment B. recognizing that strickland applies to ineffective assistance of appellate counsel claims C. holding that the prejudice prong of strickland was not met in a claim of ineffective assistance of counsel for failing to object to the prosecutors misstatement of law where the trial court properly instructed the jury D. holding that pennsylvanias test for ineffective assistance of counsel is not contrary to strickland E. holding that the strickland test applies to claims that counsel was constitutionally ineffective for failing to file a notice of appeal

assistant: The best answer is A. holding strickland two prong test applies to ineffective assistance claims throughout trial including punishment
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: • infringe the copyright , trademark , patent , publicity , moral , database , and/or other intellectual property rights ( collectively , `` intellectual property rights '' ) that belong to or are licensed to ebay .

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 Commitment Letter amends and restates in its entirety that certain amended and restated commitment letter dated as of January 18, 2017 (as in effect immediately prior to effectiveness of this Commitment Letter, the “ Amended and Restated Commitment Letter ”), which Amended and Restated Commitment Letter amended and restated that certain commitment letter dated as of December 19, 2016 (as amended by that certain joinder letter dated as of December 23, 2016, and as in effect immediately prior to effectiveness of the Amended and Restated Commitment Letter, the “ Original Commitment Letter ”) among the Commitment Parties (or their applicable affiliates) and the Company.

assistant: Amendments
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: enumerated in the post-judgment order. Richard alternatively contends that with the exception of his child support obligation, the discharge in bankruptcy either entitles him to a full discharge of all court-ordered debts arising from the divorce judgment, or that the discharge exposes him to liability only to the extent that Suzan makes payments on the joint debts to the credit union. In a divorce action, we review a post-judgment order for an abuse of discretion or error of law. Brasier v. Preble, 2013 ME 109, ¶ 12, 82 A.3d 841. [¶ 9] As a preliminary matter, Richard’s preemption argument is not persuasive, because state courts retain concurrent jurisdiction to determine the dischargeability of certain debts. See, e.g., In re Walker, 427 B.R. 471, 478 n. 16 (8th Cir. BAP 2010) (<HOLDING>); of. 28 U.S.C.S. § 1334(b) (LEXIS through Pub. Options: A. holding that although the bankruptcy court is the preferred forum because of its greater expertise state courts have concurrent jurisdiction B. recognizing that except as to certain types of debts that are not relevant here state courts have concurrent jurisdiction to decide dischargeability which is most often raised as a defense to a state court lawsuit brought after the discharge has been entered C. recognizing that state agencies which are independent of the state are citizens of the state D. holding that federal and state courts have concurrent jurisdiction over 1983 claims E. holding that the bankruptcy courts as compared to state courts have exclusive jurisdiction to determine issues of dischargeability under the bankruptcy code

assistant: The best answer is B. recognizing that except as to certain types of debts that are not relevant here state courts have concurrent jurisdiction to decide dischargeability which is most often raised as a defense to a state court lawsuit brought after the discharge has been entered
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: EACH OF THE PARTIES, AND EACH OF THEIR SUCCESSORS AND ASSIGNS, IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE OR ANY DELAWARE STATE COURT, FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. EACH OF THE PARTIES HERETO, AND EACH OF THEIR SUCCESSORS AND ASSIGNS, FURTHER AGREES THAT SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY U.S. REGISTERED MAIL TO SUCH PARTY’S RESPECTIVE ADDRESS SET FORTH ABOVE SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTERS TO WHICH IT HAS SUBMITTED TO JURISDICTION IN THIS PARAGRAPH. EACH OF THE PARTIES HERETO, AND EACH OF THEIR SUCCESSOR AND ASSIGNS, IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY RELATED DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE, AND HEREBY AND THEREBY FURTHER IRREVOCABLY AND UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION, SUIT OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Upon request of the Administrative Agent, provide a certificate of insurance from all insurance carriers who maintain policies with respect to the Properties within thirty (30) days after the end of each fiscal year, evidencing that the insurance required to be furnished to Lenders pursuant to Section 6.20 hereof is in full force and effect. The Borrower shall timely pay, or cause to be paid, all premiums on all insurance policies required under this Agreement from time to time. The Borrower shall promptly notify its insurance carrier or agent therefor (with a copy of such notification being provided simultaneously to Administrative Agent) if there is any occurrence which, under the terms of any insurance policy then in effect with respect to the Properties, requires such notification.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: v. Pingue, No. 96APE11-1598, 1997 WL 578952 (Ohio App. 10 Dist. Sept. 16, 1997) (same); Wiencek v. Atcole Co., Inc., 109 Ohio App.3d 240, 671 N.E.2d 1339, 1342 (Ohio App. 3 Dist.1996). (“Based upon a reading of Belvedere, the purpose of the theory ‘piercing the corporate veil,’ and Ohio case law prior to and subsequent to Belvedere, we hold that one seeking to disregard the corporate entity may present evidence that the shareholder exercised his control over the corporation in such a manner as to commit a fraud, illegal, or other unjust or inequitable act upon the person seeking to disregard the corporate entity in order to satisfy the second prong of the test enunciated in Belve-dere.”). Contra Collum v. Perlman, No. L-98-1291, 1999 WL 252725, at *3 (Ohio App. 6 Dist.Apr. 30, 1999). (<HOLDING>). We note that, although many of these cases Options: A. holding that an appellate court cannot consider an issue that was not preserved for appellate review B. holding that expansion of belvedere test by other appellate districts was an incorrect interpretation C. holding that a denial of coverage based on a reasonable interpretation of the policy is not bad faith even if incorrect D. recognizing that municipal corporations can include under the missouri constitution in addition to cities and towns counties school districts townships under township organization special road districts and drainage districts E. holding that service was not defeated by an address with an incorrect zip code

assistant: The best answer is B. holding that expansion of belvedere test by other appellate districts was an incorrect interpretation
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: plea agreement convinces us that the district court afforded him adequate due process. AFFIRMED. * Pursuant to 5th Cir. R. 47.5, the court has determined that this opinion should not be published and is not precedent except under the limited circumstances set forth in 5th Cir. R. 47.5.4. 1 . See United States v. Story, 439 F.3d 226, 231 (5th Cir.2006) ("In the absence of the government's objection to [the defendant's] appeal based on his appeal waiver, the waiver is not binding because the government has waived the issue.”). 2 . See Fed.R.Crim.P. ll(b)(l)(K) (stating that “the court must inform the defendant of, and determine that the defendant understands ... the court's authority to order restitution”). 3 . United States v. Vonn, 535 U.S. 55, 59, 122 S.Ct. 1043, 152 L.Ed.2d 90 (2002) (<HOLDING>). 4 . United States v. McIntosh, 280 F.3d 479, Options: A. holding that the defendant bears the burden under plainerror review B. holding that a silent defendant has the burden to satisfy the plainerror rule C. holding that a defendant who fails to raise rule 11 error at trial has the burden to satisfy the plainerror rule D. holding that a defendant who fails to object to an error at a plea colloquy hearing must satisfy the plain error rule E. holding that plainerror review applies where the defendant fails to object to a constructive amendment

assistant: The best answer is C. holding that a defendant who fails to raise rule 11 error at trial has the burden to satisfy the plainerror rule
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: such terms as are just, the court may relieve a party or his legal representative from a final judgment or order for the following reasons: (1) mistake, inadvertence, surprise, or excusable neglect; (2) fraud (whether heretofore denominated intrinsic or extrinsic), misrepresentation, or other misconduct of an adverse party; (3) the judgment is irregular; (4) the judgment is void; or (5) the judgment has been satisfied, released, or discharged, or a prior judgment upon which it is based has been reversed or otherwise vacated, or it is no longer equitable that the judgment remain in force. Unless otherwise stated, all rule references are to Missouri Court Rules (2004) and all statutory references are to RSMo 2000. 2 , Rule 74.05(d), which specifically relates to d 109, 111 (Mo.App.2002) (<HOLDING>); Gentry v. Gentry, 64 S.W.3d 344, 345 Options: A. holding that a district court judgment is not a final judgment appealable by the defendant unless it includes the final adjudication and the final sentence B. holding that there is no final judgment where a memorandum is not denominated judgment or decree as required by rule 7401a C. holding that oral rendition of judgment supported by the courts docket sheet was insufficient express specific written order is required D. recognizing that a suit for declaratory judgment is neither legal nor equitable but is determined by the nature of underlying issue E. holding that although denommated a judgment where a docket sheet is neither signed nor initialed by judge there is no final judgment under rule 7401a

assistant: The best answer is E. holding that although denommated a judgment where a docket sheet is neither signed nor initialed by judge there is no final judgment under rule 7401a
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 Portfolio Railcars described on each Delivery Schedule delivered from time to time under an Asset Transfer Agreement are, at the time of the related Conveyance to the Issuer, covered by the insurance required by Section 5.04(f) hereof, and all premiums due prior to the applicable Delivery Date in respect of such insurance shall have been paid in full and such insurance as of the applicable Delivery Date is in full force and effect.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: claims before the Commission, the claims are properly before us because they were actually addressed by the Commission. We disagree. The mere fact that the Commission discusses an issue does not mean that it was provided a meaningful “opportunity to pass” on the issue. It is only through the adversarial process (or analogous circumstances) that the Commission is afforded such an opportunity within the meaning of § 405. We, of course, recognize that § 405 does not require that the party seeking judicial review of an issue be the party that provided the Commission with the opportunity to pass on the discussion of an issue in an ALJ opinion adopted by the Board was “insufficient to satisfy the requirements” of § 10(e) of the NLRA); Burkhart v. WMATA, 112 F.3d 1207, 1215 (D.C.Cir.1997) (<HOLDING>). In any event, Bartholdi’s challenge to the Options: A. holding that a district courts ruling may be upheld on an alternative ground supported by the record B. holding that the court of appeals erred in granting habeas corpus when it only addressed one of the state courts alternative grounds for rejecting a brady claim noting that the ground it addressed was introduced by the state court with the word moreover confirming that it was an alternative basis for its decision C. holding that the district court did not abuse its discretion in its ruling whether to proceed with a declaratory judgment action D. holding an issue not preserved when one ground is raised to the trial court and another ground is raised on appeal E. holding that district courts discussion of an alternative ground for its decision did not undermine its ruling that appellants claim was untimely raised

assistant: The best answer is E. holding that district courts discussion of an alternative ground for its decision did not undermine its ruling that appellants claim was untimely raised
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 Award of this Option is documented by the records of the Board or its delegate which shall be the final determinant of the number of shares granted and the conditions of this Agreement. The Board may amend or modify this Award in any manner to the extent that the Board would have had the authority under the Plan initially to grant such Award, provided that no such amendment or modification shall impair your rights under this Agreement without your consent or violate the provisions of Applicable Laws. Except as in accordance with the two immediately preceding sentences and Section 18, this Agreement may be amended, modified or supplemented only by an instrument in writing signed by both parties hereto.

assistant: Modifications
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 and the other Loan Parties, taken as a whole, are, and upon consummation of the transactions contemplated by this Agreement, the other Loan Documents and any other documents, instruments or agreements relating thereto, will be, Solvent.

assistant: Solvency
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: entity ....” 11 U.S.C. § 523(a)(6) (2003). 2 . Mass. Gen. Laws ch. 152, § 24 (2003). 3 . In Count III of the State Complaint, Gomes named his employer, Ever Ready Trucking, Inc., and two of its principals as co-defendants, liable to Gomes for wrongful termination. That Count and those defendants were subsequently dismissed from the State Court action. 4 . Mass. General Laws ch. 152, § 24 acts as a waiver under the Worker's Compensation Act of any covered worker’s common law rights against his/her employer or co-workers for injuries sustained in furtherance of the employer's interests or in the course of employment, so-called compensable injuries. Doe v. Purity Supreme, Inc., 422 Mass. 563, 664 N.E.2d 815 (1996); cf. O’Connell v. Chasdi, 400 Mass. 686, 690, 511 N.E.2d 349, 351 (1987) (<HOLDING>). 5 . Gomes never filed a claim under the Act Options: A. holding that where a coworker commits an intentional tort not related to the interests of the employer the policies behind the act would not be served by immunizing the coemployee B. recognizing a tort for the intentional spoliation of evidence C. holding intentional assault by coworker to be outside the course and scope of employment D. holding that an employer who commits an intentional tort against his employee cannot claim that the act was accidental so that workers compensation is the employees exclusive remedy E. holding that extending immunity to contractors under the act would not further the purpose behind the act

assistant: The best answer is A. holding that where a coworker commits an intentional tort not related to the interests of the employer the policies behind the act would not be served by immunizing the coemployee
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: makes clear that the negligence claim is premised on precisely the same allegations of material misrepresentations regarding the source of investment advice in connection with the purchase and sale of securities, including that plaintiffs were injured when defendants “did not use the recommendations of Alex. Brown as a basis for making the recommendations to plaintiffs,” “recommended ... securities ... for purchase or sale ... based on what was good for Seaboard and themselves, and without regard to what was good for plaintiffs,” and that management fostered a “total disregard for the recommendations that were being made by Alex. Brown” in Seaboard’s provision of investment advice. It is therefore preempted by SLUSA. See Rowinski, 398 F.3d at 299-300; cf. Zandford, 535 U.S. at 822 (<HOLDING>). For the foregoing reasons, we hold that all Options: A. holding that misrepresentation of credit terms of margin account however satisfied in connection with language of rule 10b5 B. holding defendant sold investment contracts when it substituted new investors money for real investment return on old investors funds C. holding that the defendant was nondisehargeable where the plaintiff estab lished a violation of oklahoma securities laws by showing that defendants were in possession of funds that belonged to other investors D. holding that the in connection with requirement of rule 10b5 was satisfied where investors were injured as investors through respondents deceptions and the scheme to defraud and the sale of securities coineided E. holding that morrison precludes securities claims brought by us investors who purchase securities on a foreign exchange even where those securities are also listed on a us exchange

assistant: The best answer is D. holding that the in connection with requirement of rule 10b5 was satisfied where investors were injured as investors through respondents deceptions and the scheme to defraud and the sale of securities coineided
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: throughout the entire period of his service” are sufficient, if proven, as defense to employee’s claim to share of profits due); Abramson, 166 N.Y.S. at 773 (allegations that employee persuaded defendant's other employees to leave defendant’s employ, and tried to lure defendant’s customers away are sufficient, if proven, to state defense to action by employee for bonus); Pictorial Films v. Salzburg, 106 N.Y.S.2d 626, 629 (Sup.Ct.N.Y.Co.1951) (forfeiture of profits appropriate where jury found that agents had fraudulently removed from employer’s files employer's contract with another corporation, and had secretly appropriated employer's royalty checks due pursuant to that contract); cf. Bon Temps Agency, Ltd. v. Greenfield, 212 A.D.2d 427, 622 N.Y.S.2d 709, 710 (1st Dep’t 1995) (<HOLDING>). 13 . See Schwartz v. Leonard, 138 A.D.2d 692, Options: A. holding commissions review of appellants termination was an action of quasijudicial character B. holding employee not terminated in bad faith because no evidence suggested that employer discharged employee in order to retain em ployees previously earned sales commissions C. recognizing a contract action when employee terminated in order not to receive earned bonuses or commissions D. holding that forfeiture of all commissions earned after first disloyal act would be appropriate if employer could establish that two instances of secretly receiving commissions were not isolated or that employees activities in establishing a competing company went beyond mere preliminary steps and rose to the level of actual competition E. holding employment security commissions findings of fact that an employee was discharged without cause would not be given preclusive effect on the basis of collateral estoppel in employees subsequent civil action against employer for wrongful termination

assistant: The best answer is D. holding that forfeiture of all commissions earned after first disloyal act would be appropriate if employer could establish that two instances of secretly receiving commissions were not isolated or that employees activities in establishing a competing company went beyond mere preliminary steps and rose to the level of actual competition
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: Parent will, and will cause each of the Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. Parent will maintain in effect and enforce policies and procedures designed to ensure compliance by Parent, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.

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: If any term or provision of this Agreement or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the opportunity to be advised by Guarantor's attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor's intentions and parol evidence is not required to interpret the terms of this Guaranty. Guarantor hereby indemnifies and holds Lender harmless from all losses, claims, damages, and costs (including Lender's attorneys' fees) suffered or incurred by Lender as a result of any breach by Guarantor of the warranties, representations and agreements of this paragraph.

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: The Borrowers confirm that the representations and warranties contained in Article III of the Credit Agreement are (before and after giving effect to this Amendment) true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) as of the Second Amendment Effective Date (after giving effect to Section 1(y) herein and except to the extent any such representation and warranty is expressly stated to have been made as of a specific date, in which case it shall be true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) as of such specific date) and that no Default or Event of Default has occurred and is continuing.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Any voluntary reduction of the Aggregate Revolving Commitments pursuant to Section 2.06(a) shall be applied to the Revolving Commitment of each Lender according to its Applicable Percentage. All Commitment Fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. A notice of termination of all the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon one or more events specified therein, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

assistant: General
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 Barrie for the proposition that Countrywide owed a duty to plaintiff to properly determine his flood zone coverage. In Barrie, the court held that a termite inspector hired by a home seller owed a duty to provide correct information to the home buyer because the inspector knew that the information would be used by the buyer. On its facts, Barrie is inapposite to this case. Barrie and its progeny hold that for a negligent misrepresentation claim to stand, there must be. a legal duty to provide correct information to the plaintiff. No such duty exists here. Both Louisiana courts and federal courts agree that a flood zone determination is undertaken for the benefit of the lender and not for the benefit of the borrower. See Oliver v. Cent. Bank, 658 So.2d 1316, 1322 (La.App. 2 Cir.1995)(<HOLDING>); Wentwood Woodside I, LP v. GMAC Commercial Options: A. holding that insurer could not tortiously interfere with its own insurance plan B. holding that it is improper to exercise general jurisdiction when defendants purchases combined with its sales in the forum yielded 129 of its total income C. holding that a lender purchases flood insurance for its own purposes and not for its borrower D. holding that a lending institution does not violate a separate duty of good faith by adhering to its agreements with a borrower or enforcing its contractual rights as a creditor E. holding that as a general rule the prosecution is entitled to prove its case by evidence of its own choice

assistant: The best answer is C. holding that a lender purchases flood insurance for its own purposes and not for its borrower
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: Landlord and Tenant hereby warrant to each other that they have had no dealings with any real estate broker or agent in connection with the negotiation of this Lease, excepting only the real estate brokers or agents specified in Section 12 of the Summary (the “ Brokers ”), and that they know of no other real estate broker or agent who is entitled to a commission in connection with this Lease. Each party agrees to indemnify and defend the other party against and hold the other party harmless from any and all claims, demands, losses, liabilities, lawsuits, judgments, costs and expenses (including without limitation reasonable attorneys’ fees) with respect to any leasing commission or equivalent compensation alleged to be owing on account of any dealings with any real estate broker or agent, other than the Brokers, occurring by, through, or under the indemnifying party. The terms of this Section 29.24 shall survive the expiration or earlier termination of the Lease Term.

assistant: Brokers
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 Indemnified Parties may enforce the obligations of Indemnitor without first resorting to or exhausting any security or collateral or without first having recourse to the Note, the Loan Agreement, the Pledge or any other Loan Documents or any of the Collateral, through foreclosure sale or otherwise, provided, however, that nothing herein shall inhibit or prevent Indemnitee from suing on the Note, foreclosing or exercising any power of sale under the Pledge or exercising any other rights and remedies thereunder. This Agreement is not collateral or security for the Obligations of Borrower pursuant to the Loan Agreement, unless Indemnitee expressly elects in writing to make this Agreement additional collateral or security for such Obligations of Borrower pursuant to the Loan Agreement, which Indemnitee is entitled to do in its sole and absolute discretion. It is not necessary for an Event of Default to have occurred pursuant to and as defined in the Pledge or the Loan Agreement for Indemnified Parties to exercise their rights pursuant to this Agreement. Notwithstanding any provision of the Loan Agreement to the contrary, the obligations of Indemnitor pursuant to this Agreement are exceptions to any non-recourse or exculpation provision of the Loan Agreement; and Indemnitor expressly acknowledges and agrees that it is fully and personally liable for such obligations, and such liability is not limited to the original or amortized principal balance of the Loan or the value of the Collateral.

assistant: Enforcements